Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) to give and receive notices and communications to Purchaser for any purpose under this Agreement and the Additional Agreements, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent (a) D▇▇▇▇ ▇▇▇▇▇▇▇ and attorney-in-fact L▇▇▇▇ ▇▇▇▇▇▇ (such persons and any successor or successors being the “Stockholders’ Representative”) for each Stockholdershall act as the representative of the Company Stockholders, (a) and shall be authorized to give act on behalf of the Company Stockholders and receive notices to take any and communications all actions required or permitted to Purchaser for any purpose be taken by the Stockholders’ Representative 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 Additional AgreementsStockholders’ Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of Escrow Cash to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration of, and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related with respect to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange claims for indemnification and (diii) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a). In all matters relating to this Article IX, (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered the only party entitled to Purchaser. No bond shall be required assert the rights of the Company Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his servicesperform all of the obligations of the Company Stockholders hereunder. Notices or communications The Parent Indemnified Parties shall be entitled to or from rely on all statements, representations and decisions of the Stockholders’ 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 constitute promptly, and in any event within five business days, provide written notice to or from 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 9.06. 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 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 consult with legal counsel, independent public accountants and other experts selected by it. The Stockholders’ Representative shall not be liable 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 the Escrow Agreement. As to any matters not expressly provided for any act done in this Agreement or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decisionEscrow Agreement, act, consent or instruction of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent shall not exercise any discretion or instruction of all of the Stockholders of the take any action. (c) Each Company Stockholder shall indemnify and shall be final, binding hold harmless and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify reimburse the Stockholders’ Representative from and hold him harmless against such Company Stockholder’s ratable share of any lossand all liabilities, liabilitylosses, damages, claims, costs or expense expenses suffered or incurred without gross negligence or bad faith on the part of by the Stockholders’ Representative and arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement or the Escrow 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 contrary herein or in connection 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 Company 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 acceptance Company or administration Parent now or hereafter owned of his duties hereunderrecord or beneficially by any Company Stockholder unless the Stockholders’ Representative is expressly authorized to do so in a writing signed by such Company Stockholder. (e) The Stockholder Representative may be comprised of up to two (2) individuals. In the event of the resignation, removal, death or incapacity of a member of the Stockholder Representative, a successor member shall thereafter be appointed by any remaining member of the Stockholder Representative, and if there is no remaining member of the Stockholder Representative, by an instrument in writing signed by such successor Stockholder Representative and by those Company Stockholders who immediately prior to the Effective Time held a majority of the outstanding shares of Company Stock (other than Dissenting Shares), and such appointment shall become effective as to any such successor member when a copy of such instrument shall have been delivered to Parent. The Stockholder Representative may be removed by action of those Company Stockholders who immediately prior to the Effective Time held a majority of the outstanding shares of Company Stock (other than Dissenting Shares). (f) The Stockholder Representative, upon written notice delivered to Parent no less than five (5) business days prior to the making of any Milestone Payment, shall be entitled to cause Parent to deduct an amount in cash from that portion of such Milestone Payment and remit such amount to the Escrow Agent for purposes of replenishing the Representative Reimbursement Amount hereunder to be held and disbursed by the Escrow Agent pursuant to the Escrow Agreement.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) As used in this Agreement, the "Stockholders' Representative" shall mean Geor▇▇ ▇▇▇▇ ▇▇ any person appointed as a successor Stockholders' Representative pursuant to give and receive notices and communications to Purchaser for any purpose 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 Additional AgreementsEscrow Agreement), (b) the Stockholders who, immediately prior to agree tothe Closing, negotiate, enter into settlements and compromises held Company Common Stock representing an aggregate number of and demand arbitration and comply with orders shares of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions Company Common Stock which exceeded 50% of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and amount of such Company Common Stock outstanding immediately prior to such time (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (aa "Majority"), (b)may, (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserStockholders' Representative and GRS, provided, however, that remove the Stockholders’ ' Representative may 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 be removed unless 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 at least 51% of all of the Company Common Shares on an as-if converted basis outstanding Stock immediately prior to the transaction contemplated 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 agree or under the documents referred to such removal. Any vacancy in this Agreement (an "Instrument") which the position of Stockholders’ ' Representative may determines to be filled by approval of necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change sole expense of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, such counsel, investment bankers, accountants, representatives and the Stockholders’ Representative shall not receive any compensation for other professional advisors as he determines in his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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.sole and

Stockholders’ Representative. Roivant Sciences Ltd.By virtue of their approval of the Merger, is hereby the Stockholders shall have appointed the Stockholders’ Representative as agent representative of the Stockholders and as the attorney-in-fact (the “and agent for and on behalf of each Stockholder with respect to claims for Losses under Article 10. The Stockholders’ Representative”) for each Stockholder, (a) Representative will take any and all actions and make any decisions required or permitted to give and receive notices and communications to Purchaser for any purpose be taken by the Stockholders’ Representative under this Agreement and the Additional AgreementsStockholders’ Representative Agreement in compliance with the Stockholders’ Representative Agreement, including the exercise of the power to: (ba) to agree to, negotiate, enter into settlements and compromises of and of, demand arbitration of, and comply with orders of courts and awards of arbitrators under Section 11.1 with respect to, such claims for Losses; (b) arbitrate, resolve, settle or other disputes arising under or related compromise any Contested Claim made pursuant to this Agreement, Article 10; and (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior will have authority and power to taking any of the actions set forth in the preceding sentence act on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice each Stockholder with respect to the Purchaserdisposition, providedsettlement or other handling of all claims for Losses under Article 10 and all rights or obligations arising under Article 10. In performing the functions specified in this Agreement, however, that the Stockholders’ Representative may will not be removed unless holders liable to any Stockholder in the absence of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior willful misconduct, to the transaction contemplated extent permitted by this Agreement agree to such removal. Any vacancy in applicable law, on the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required part of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally will severally, but not jointly, on a pro rata basis, indemnify the Stockholders’ Representative and hold him harmless against any loss, liability, liability or expense incurred without gross negligence or bad faith willful misconduct, to the extent permitted by applicable law, on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as representative of the Stockholders, then the Stockholders shall, within ten days after such death or disability, appoint a successor representative and, promptly thereafter, shall notify Parent and the Escrow Agent of such successor. The Stockholders’ Representative shall have the right to recover from the Escrow Fund, prior to any distribution to the Stockholders, an amount equal to any reasonable fees, costs and expenses in connection with the acceptance and administration of the Stockholders’ Representative duties hereunder.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) The parties to give this Agreement shall cooperate with the Stockholders Representative and receive notices any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. The Stockholders Representative may communicate with any Stockholder or any other Person concerning his 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 communications other stockholders of the Company who designate the Stockholders Representative to Purchaser for any purpose act as such, and to perform its designated role under this Agreement and the Additional Agreements, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Escrow Agreement, but the Stockholders Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (c) including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act on behalf of willful misconduct. The Stockholders Representative may resign at any time by notifying in accordance with the provisions of the Agreementwriting Parent, the securities described herein Company and any other document or instrument executed in connection with the Stockholders. (a) The Stockholders Representative represents and warrants to the Company, Parent and Merger Sub: (i) that it has all necessary power, authority and capacity to execute and deliver this Agreement and to perform its obligations under Sections 3.02, 3.03, 3.04, 9.04, 9.08 and 9.09; (ii) the Share Exchange execution, delivery and (d) to take all actions necessary or appropriate in the judgment performance of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed this Agreement by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of has been duly and validly authorized by all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against any loss, liability, or expense incurred without gross negligence or bad faith necessary action on the part of the Stockholders’ Stockholders Representative and arising out (iii) this Agreement has been duly and validly executed and delivered by the Stockholders Representative and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Stockholders Representative, enforceable against it in accordance with its terms, except that such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors' rights generally, (y) general principles of equity (whether applied in a proceeding at law or in connection with the acceptance or administration equity) and (z) any implied covenant of his duties hereundergood faith and fair dealing.

Stockholders’ Representative. Roivant Sciences Ltd.▇▇▇▇ ▇▇▇▇ and DDJ Capital Management, is LLC are hereby appointed to act as agent the representatives, agents, proxies and attorneyattorneys-in-fact for all Equityholders (the “"Stockholders’ Representative”' Representatives") for each Stockholder, (a) to give and receive notices and communications to Purchaser for any purpose all purposes under this Agreement and the Additional AgreementsEscrow Agreement including, without limitation, the full power and authority on each Equityholder's behalf to: (i) receive notices or service of process, (bii) negotiate, determine, compromise, settle and take any other action permitted or called for by Equityholders under this Agreement, including but not limited to Section 3.2 and Article VIII, and (iii) to agree toexecute and deliver any amendment or waiver to this Agreement and the Escrow Agreement in connection therewith. All decisions, negotiateactions or instructions by the Stockholders' Representatives shall be made jointly by the Stockholders' Representatives and shall constitute a decision, enter into settlements action or instruction of all Equityholders and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related shall be binding upon all Equityholders as it relates to this Agreement, (c) and no Equityholder shall have the right to act on behalf of Stockholders object, dissent, protest or otherwise contest the same. The Stockholders' Representatives shall have no duties or obligations hereunder except those specifically set forth herein and in accordance with the Escrow Agreement and such duties and obligations shall be determined solely by the express provisions of this Agreement and the Escrow Agreement. Each Equityholder shall indemnify and hold harmless the Stockholders' Representatives against all expenses (including reasonable attorneys' fees), judgments, fines and amounts incurred by the securities described herein and any other document or instrument executed Stockholders' Representatives in connection with any action, suit or proceeding to which the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment Stockholders' Representatives is made a party by reason of the fact it is or was acting as the Stockholders’ Representative for ' Representatives under this Agreement. Neither the accomplishment Stockholders' Representatives nor any agent employed by either of the foregoing; provided that for (a), (b), (c) and (d) as applied them shall incur any liability to HanAll Biopharma Co., Ltd (“HanAll”), only with respect any Equityholder relating to the matters performance of its duties hereunder except for actions or as set forth in Schedule 13.15omissions constituting fraud or bad faith. The Stockholders’ Representative ' Representatives shall provide HanAll with timely notice prior to have no liability in respect of any action, claim or proceeding brought against the Stockholders' Representatives by any Equityholder if the Stockholders' Representatives took or omitted taking any of the actions set forth action in the preceding sentence on behalf of HanAllgood faith. Such agency may be changed by the Stockholders holders of a majority in interest of the Escrow Amount from time to time upon no not less than twenty (20) days five business days' prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserBuyer. No bond shall be required of the Stockholders’ ' Representative, and the Stockholders’ Representative ' Representatives shall not receive any no compensation for his services. Notices or communications to or from the Stockholders’ Representative ' Representatives shall constitute notice to or from each of the StockholdersEquityholders. The Stockholders’ Representative shall not be liable for any act done or omitted hereunder while acting in good faith and in the exercise of ' Representatives may request 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 all of the Stockholders of access to information about the Company and shall be final, binding Buyer and conclusive upon each the reasonable assistance of the Company's and Buyer's officers and employees for purposes of performing their duties and exercising their rights hereunder, provided that the Stockholders' Representatives shall treat confidentially and not disclose any nonpublic information from or about the Company or Buyer to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). The Stockholders Stockholders' Representatives shall severally indemnify have the Stockholders’ Representative and hold him harmless against any loss, liability, ability to seek payment or expense reimbursement for their out-of-pocket expenses incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration performance of his their duties hereunder.hereunder in any amount up to $25,000 in accordance with the terms of the Escrow Agreement. * * * * *

Stockholders’ Representative. Roivant Sciences Ltd.(a) After the approval by a majority of the Stockholders of this Agreement, is hereby appointed ▇▇▇▇ ▇▇▇▇▇▇▇▇, as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) shall have exclusive power and authority on behalf of the Stockholders and, prior to give and receive notices and communications the Effective Time on behalf of the Company, with respect to Purchaser for any purpose under action taken pursuant to this Agreement (including with respect to waivers and adjustments to, receipt of, and distribution of, the Additional Agreements, aggregate Applicable Per Share Merger Consideration). (b) The Stockholders’ Representative shall not (i) be liable to agree to, negotiate, enter into settlements and compromises the holders of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 Company Capital Stock for any actions taken or other disputes arising omitted to be taken by it or any agent employed by it under or related in connection with this Agreement or the transactions contemplated hereby, or (ii) owe any fiduciary duty or have any fiduciary responsibility to any of the holders of Company Capital Stock or the Company as a result of actions taken as the Stockholders’ Representative pursuant to this Agreement, (c) except for such actions taken or omitted to act on behalf of Stockholders in accordance with be taken resulting from the provisions of Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. Provided that all payments and distributions made by or at the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment direction of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied hereunder to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% Company Capital Stock are made based on the good faith determination of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of each such holder’s respective Applicable Portion, the Stockholders’ Representative shall not be effective until written notice liable to any holder of Company Capital Stock if the apportionment with respect to such payment or distribution is delivered subsequently determined to Purchaser. No bond have been made in error, and the sole recourse of any holder of Company Capital Stock to whom such payment or distribution was due, but not made, shall be required to recover from other holders of Company Capital Stock any payment in excess of the Stockholders’ Representative, and amount to which they are determined to have been entitled pursuant to this Agreement. (c) If the Stockholders’ Representative incurs any out-of-pocket expenses (including any reasonable fees and expenses of counsel) in its capacity as Stockholders’ Representative under this Agreement or in connection with any of the transactions contemplated hereby, such out-of-pocket expenses shall not receive be paid from, or reimbursed through deduction from any compensation for his services. Notices or communications to or from amounts received by the Stockholders’ Representative that would otherwise be distributable to holders of Company Capital Stock in accordance with their respective Applicable Portions. (d) Buyer and the Surviving Corporation shall constitute notice have the right to rely upon all actions taken or from omitted to be taken by the Stockholders. The Stockholders’ Representative pursuant to this Agreement, all of which actions or omissions shall not be liable legally binding upon the Stockholders. (e) 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 act done Stockholder and (ii) shall survive the consummation of the Merger, and any action taken by the Stockholders’ Representative pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decisiondirection from such Stockholder, act, consent except for actions or instruction omissions of the Stockholders’ Representative shallconstituting gross negligence, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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 hereunderwillful misconduct.

Stockholders’ Representative. Roivant Sciences Ltd.(a) By virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders, is hereby appointed each of the Company Equityholders shall be deemed to have agreed to appoint Fortis Advisors LLC as its exclusive agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) and on behalf of the Company Equityholders to give and receive notices and communications communications, to Purchaser for authorize payment to any purpose under this Agreement and Indemnified Party from the Additional AgreementsEscrow Fund in satisfaction of claims by any Indemnified Party, (b) to object to such payments, to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Equityholder or other disputes arising under by any such Company Equityholder any Indemnified Party or related any dispute between any Indemnified Party and any such Company Equityholder, in each case relating to this AgreementAgreement or the Transactions, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior have no obligation to taking any of the actions set forth in the preceding sentence act on behalf of HanAllthe Company Equityholder, except as expressly provided herein and in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Stockholders’ Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Such agency may be changed by the Stockholders Company Equityholders with the right to a majority in interest of the Escrow Fund from time to time upon no less than twenty (20) days prior written notice to time. Notwithstanding the Purchaserforegoing, provided, however, that the Stockholders’ Representative may not be removed unless holders resign at any time by providing written notice of at least 51% of all of intent to resign to the Company Common Shares on an as-if converted basis outstanding immediately prior to Equityholders, which resignation shall be effective upon the transaction contemplated earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all a majority in interest of the Company Common Shares on an as-if converted basis outstanding immediately prior Escrow Fund. The immunities and rights to indemnification shall survive the transaction contemplated by this Agreement. Any resignation or removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaseror any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Stockholders’ Representative. (b) Certain Company Stockholders have entered into an engagement agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Stockholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Stockholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Stockholders’ Representative Group”), shall be liable to any Company Equityholder for any act done or omitted hereunder, under the Escrow Agreement or under any Stockholders’ Representative engagement agreement as Stockholders’ Representative while acting in good faith, even if such act or omission constitutes negligence on the part of such Stockholders’ Representative. The Stockholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Stockholders’ Representative may engage attorneys, accountants and other professionals and experts. The Stockholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. The Company Equityholder shall indemnify and defend the Stockholders’ Representative Group and hold the Stockholders’ Representative Group harmless against any loss, liability, claims, damages, fees, costs or expense (including expenses in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement incurred on the part of the Stockholders’ Representative (so long as the Stockholders’ Representative were acting in good faith in connection therewith) 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 or other skilled professionals retained by the Stockholders’ Representative (“Stockholders’ Representative Expenses”). The Stockholders’ Representative shall have the right to retain Stockholders’ Representative Expenses first, from the Representative Reimbursement Amount prior to any distribution to the Company Equityholders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholders’ Representative Expenses actually incurred, second, from any distribution of the Escrow Fund otherwise distributable to the Company Equityholders at the time of distribution, and third, directly from the Company Equityholders. The Company Equityholders acknowledge that the Stockholders’ Representative shall not receive be required to expend or risk its own funds or otherwise incur any compensation for his servicesfinancial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Notices or communications to or from Furthermore, the Stockholders’ Representative shall constitute notice to or from the Stockholders. The Stockholders’ Representative shall not be liable for required to take any act done action unless the Stockholders’ Representative has been provided with funds, security or omitted hereunder while acting indemnities which, in good faith its determination, are sufficient to protect the Stockholders’ Representative against the costs, expenses and liabilities which may be incurred by the Stockholders’ Representative in performing such actions. (c) The Stockholders’ Representative shall be entitled to: (i) rely upon the exercise Closing Date Allocation Schedule, (ii) rely upon any signature reasonably believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of reasonable business judgmentthe applicable Company Equityholder or other party. A decision, act, consent or instruction of the Stockholders’ Representative shallunder this Agreement or the Escrow Agreement, for all purposes hereunderincluding an amendment, extension or waiver of this Agreement pursuant to Sections 9.4 or 9.5 hereof, shall constitute a decision, act, consent or instruction of all of the Stockholders decision of the Company Equityholders and shall be final, binding and conclusive upon each of the StockholdersCompany Equityholders and such Company Equityholder’s successors as if expressly confirmed and ratified in writing by such Company Equityholder. The Stockholders shall severally indemnify powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group hereunder: (i) are coupled with an interest and hold him harmless against shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any lossCompany Equityholder and shall be binding on any successor thereto, liability, or expense incurred without gross negligence or bad faith on and (ii) shall survive the part delivery of an assignment by any Company Equityholder of the Stockholders’ Representative and arising out whole or any fraction of his, her or its interest in connection with the acceptance or administration of his duties hereunderEscrow Fund.

Stockholders’ Representative. Roivant Sciences Ltd.(a) In order to administer efficiently (i) the implementation of this Agreement by the Stockholders, is (ii) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to this Agreement, the Stockholders hereby appointed designate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. as agent and attorney-in-fact their representative (the “"Stockholders’ ' Representative”"). ---------------------------- (b) for each StockholderThe Stockholders hereby authorize the Stockholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement and the Escrow Agreement (as defined in Section 1.8) on behalf of the Stockholders, the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the settlement of any dispute, (aii) to give and receive all notices and communications required to Purchaser for any purpose be given under this Agreement and the Additional Agreements, Escrow Agreement and (biii) to agree totake any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement and the Escrow Agreement, negotiateincluding without limitation, enter into settlements the execution and compromises delivery of the Escrow Agreement and demand arbitration documents to transfer the Company Shares to Buyer. (c) In the event that the Stockholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall fill such vacancy and comply with orders shall be deemed to be the Stockholders' Representative for all purposes of courts and awards this Agreement; however, no change in the Stockholders' Representative shall be effective until Buyer is given notice of arbitrators under Section 11.1 or other disputes arising under or related to such change by the Stockholders. (d) By their execution of this Agreement, the Stockholders agree that: (ci) Buyer shall be able to act rely conclusively on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein instructions and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment decisions of the Stockholders’ ' Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect any actions required or permitted to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed taken by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that or the Stockholders’ ' Representative may not be removed unless holders hereunder, and no party hereunder shall have any cause of at least 51% of all of action against Buyer for any action taken by Buyer in reliance upon the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal instructions or change decisions of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required ' Representative; (ii) all actions, decisions and instructions of the Stockholders’ Representative, and the Stockholders’ ' Representative shall not receive any compensation for his 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 conclusive 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 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 this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representative; (iii) remedies available at law for any breach of the Company provisions of this Section 1.7 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.7; and (iv) the provisions of this Section 1.7 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Stockholders to the Stockholders' Representative and shall be finalbinding upon the executors, binding heirs, legal representatives and conclusive upon successors of each of Stockholder. (e) All fees and expenses incurred by the Stockholders. The Stockholders ' Representative shall severally indemnify be paid by 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.

Stockholders’ Representative. Roivant Sciences Ltd.By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Company Stockholder shall be deemed to have appointed, and Shareholder Representative Services LLC is hereby appointed by the Company Stockholders, as of the Closing, as representative, agent and attorney-in-fact (the “Stockholders’ Representative”) for each StockholderCompany Stockholder for all purposes in connection with this Agreement and the agreements ancillary hereto, (a) to give and receive notices and communications to Purchaser Parent for any purpose under this Agreement and the Additional AgreementsTransaction Documents, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other with respect to any disputes arising under or related to this Agreement, (c) to act on behalf of Company Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger, and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking may resign at any of the actions set forth in the preceding sentence on behalf of HanAll. Such time, and such agency may be changed by the Company Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, Parent; provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement 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 Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this AgreementEffective Time. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his servicesParent. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Company 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 all of the Company Stockholders of the Company and shall be final, binding and conclusive upon each of the Company Stockholders. The Stockholders 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 severally not be liable for any action or omission pursuant to the advice of counsel. The Company Stockholders, on a several basis in accordance with each Company Stockholder’s pro rata right to receive Earnout Shares, shall indemnify the Stockholders’ Representative and hold him harmless against any lossreasonable, liabilitydocumented, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ and out-of-pocket losses, liabilities and expenses (“Representative and Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the acceptance event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or administration willful misconduct of his duties the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Company Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Company Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Company Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the Company Stockholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. Upon the Closing, Parent will wire $100,000 (the “Expense Fund”) to the Stockholders’ Representative, which will be used for any expenses incurred by the Stockholders’ Representative pursuant to this Agreement. Parent, the Company and the Company Stockholders shall not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative shall deliver any remaining balance of the Expense Fund to Parent. The parties agree that the Stockholders’ Representative is not responsible for any tax reporting or withholding in connection with the distribution of the Expense Fund.

Stockholders’ Representative. Roivant Sciences Ltd.By virtue of the authorization and consent of the Stockholders holding 75% or more of the total issued share capital of the Company (the “Selling Stockholders”) and the drag along notices dated July 5, is hereby 2019, sent on behalf of the Selling Stockholders to the remaining stockholders of the Company, the Stockholders have irrevocably nominated, constituted and appointed Pelham Limited, a Hong Kong company, as the agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (ai) to give and receive notices and communications to the Purchaser for any purpose under this Agreement and the Additional Agreements, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims under Section 11.1 10.1 or other disputes arising under or related to this Agreement, (ciii) to enter into and deliver the Escrow Agreement on behalf of each of the Stockholders, (iv) to authorize or object to delivery to the Stockholders of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of the Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (dvi) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days days’ prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall 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 his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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. Notwithstanding anything in this Agreement to the contrary, the Stockholders’ Representative shall have no obligation or authority with respect to any indemnification claims against a Stockholder made by the Purchaser under Section 10.2.

Stockholders’ Representative. Roivant Sciences Ltd.DLJMB will serve as the Stockholders’ Representative (in such capacity, is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) and will take such actions to give and receive notices and communications to Purchaser for any purpose be taken by the Stockholders’ Representative under this Agreement and the Additional AgreementsEscrow Agreement and such other actions on behalf of the Stockholders as DLJMB may deem necessary or appropriate to consummate the transactions contemplated hereby, including (i) taking all actions and making all filings on behalf of the Stockholders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by any Transaction Agreement, (bii) to agree agreeing to, negotiatenegotiating, enter entering into settlements and compromises of of, and demand arbitration and comply complying with orders of courts and awards of arbitrators with respect to any claims under Section 11.1 or other disputes arising under or related to this any Transaction Agreement, (ciii) subject to act on behalf Section 11.03, negotiating and executing any waivers or amendments of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the this Agreement and the Share Exchange and (div) to take taking all other actions that are either (A) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for foregoing or (a), (b), (cB) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed contemplated by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders terms of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this any Transaction Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 to any Holder for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the exercise of reasonable business judgment. A decisionBuyer and MergerCo shall be entitled to rely on any and all actions taken by the Stockholders’ Representative as provided for under this Agreement without any liability to, actor obligation to inquire of, consent any Holder. Buyer and MergerCo shall have no liability for any acts or instruction omissions of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify otherwise with respect to any claim brought by any Holder against any other Holder or 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 hereunderRepresentative.

Stockholders’ Representative. Roivant Sciences Ltd.(a) In order to efficiently administer the transactions contemplated hereby, the Stockholders hereby desire to designate Jon M. Tamiyasu, as their representative (in such capacity, the "Stockho▇▇▇▇▇' ▇▇▇▇▇▇▇▇tative"). By execution of this Agreement, Jon M. Tamiyasu agrees to act as the Stockholders' Representative. (▇) ▇▇ ▇▇▇ ▇▇▇nt that Jon M. Tamiyasu, or his substitute as the Stockholders' Representative, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇nable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the outstanding Shares shall select another representative to fill such vacancy and, upon written notice to Buyer, such substituted representative shall be deemed to be a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) By virtue of the execution of this Agreement each Stockholder hereby agrees that: (i) Jon M. Tamiyasu is hereby appointed designated as agent and attorney-in-fact the Stockholders' Represent▇▇▇▇▇, ▇▇▇ ▇▇▇ substitute Stockholders' Representative shall be elected as set forth in Section 1.5(b); (ii) the “Stockholders hereby authorize the Stockholders’ ' Representative”) for each Stockholder, (aA) to take all action necessary against Buyer in connection with breaches of obligations by Buyer under this Agreement, the Notes or any of the Related Documents, (B) to determine the Stockholders to whom consideration from Buyer shall be distributed and the amount of consideration to be so distributed, (C) to give and receive all notices and communications required to Purchaser for any purpose be given under this Agreement and the Additional Agreements, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, the Notes or any of the Related Documents after the Closing Date, (cD) to act take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders after the Closing Date by the terms of this Agreement, including but not limited to any action under Article IX hereof, the Notes or any of the Related Documents, and (E) to take any further action which the Stockholders' Representative shall consider necessary or desirable in connection with this Agreement, the Notes, any of the Related Documents and the transactions contemplated hereby and thereby, including, without limitation, the execution, delivery and performance of the Escrow Agreement, hereby giving the Stockholders' Representative full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the foregoing as fully as such Stockholder might or could do if personally present, and has ratified and confirmed all that the Stockholders' Representative shall lawfully do or cause to be done by virtue thereof; (iii) all decisions and actions by the Stockholders' Representative shall be binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same; (iv) Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any actions required or permitted to be taken by the Stockholders' Representative hereunder, and no party shall have any cause of action against Buyer to the extent Buyer has relied upon the instructions or decisions of the Stockholders' Representative; (v) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders; (vi) the provisions of this Section 1.5 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; (vii) remedies available at law for any breach of the provisions of this Section 1.5 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.5; and (viii) the provisions of this Section 1.5 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, 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 Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (d) All reasonable, documented fees and expenses incurred by the Stockholders' Representative from and after the Closing Date shall be paid by the Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as their pro rata share set forth in on Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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.A.

Stockholders’ Representative. Roivant Sciences Ltd.By virtue of the adoption of this Agreement and the Transactions, is including the approval of the principal terms of the Merger and the consummation of the Merger, or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Securityholder shall be deemed to have appointed the designation of, and hereby appointed designates, Shareholder Representative Services LLC as agent and attorney-in-fact (the “Stockholders’ Representative”) Representative as of the Closing for each Stockholderall purposes in connection with this Agreement and any agreement ancillary hereto, including (a) to give and receive notices and communications to Purchaser Parent for any purpose under this Agreement and the Additional Agreements, ; (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders Company Securityholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger; and (dc) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking may resign at any of the actions set forth in the preceding sentence on behalf of HanAlltime. Such agency may be changed by the Stockholders Company Securityholders from time to time upon no less than twenty (20) days days’ prior written notice to the Purchaser, Parent; provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all a majority of the Company Common Shares Securities (on an as-if as converted basis or exercised basis) outstanding immediately prior to the transaction contemplated by this Agreement 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 a majority of the Company Common Shares Securities (on an as-if as converted basis or exercised basis) outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserEffective Time. No bond shall be required of the Stockholders’ Representative, and . The Stockholders’ Representative will incur no liability of any kind with respect to any action or omission by the Stockholders’ Representative shall not receive in connection with the Stockholders’ Representative’s services pursuant to this Agreement and any compensation for his services. Notices or communications to or agreement ancillary hereto, except in the event of liability directly resulting from the Stockholders’ Representative shall constitute notice to Representative’s gross negligence or from the Stockholderswillful misconduct. The Stockholders’ Representative shall not be liable for any act done action or omitted hereunder while acting in good faith omission pursuant to the advice of counsel. The Company Securityholders will indemnify, defend and in the exercise of reasonable business judgment. A decision, act, consent or instruction of hold harmless the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company from and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against any lossand all losses, liabilityliabilities, or damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense incurred without gross negligence or bad faith on the part of the Stockholders’ document location, duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptance Stockholders’ Representative’s execution and performance of this Agreement and any agreement ancillary hereto, in each case as such Representative Loss is suffered or administration incurred; provided that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of his duties hereunderthe 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 12.14. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. Upon the Closing, the Company will wire $15,000 (the “Expense Fund”) to the Stockholders’ Representative, which will be used for the purposes of paying directly, or reimbursing the Stockholders’ Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. Neither the Company nor the Company Securityholders will receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Stockholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative will deliver any remaining balance of the Expense Fund to the Company.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) In order to give administer efficiently the receipt of the Cash Payment, Additional Consideration and certificates for the Buyer Common Stock, the Company Stockholders hereby designate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as their representative (the "Stockholders' Representative"). (b) The Company Stockholders hereby authorize the Stockholders' Representative to receive notices the Cash Payment and communications the certificates for the Buyer Common Stock due to Purchaser for any purpose them at Closing under the terms of this Agreement and to give a valid receipt on their behalf for such monies and certificates (which receipt shall be an absolute discharge to the Additional Agreements, (b) Buyer in respect of its obligation to agree to, negotiate, enter into settlements satisfy the Cash Payment and compromises delivery of such certificates). The Buyer shall be under no obligation to enquire as to the allocation of the Cash Payment and demand arbitration and comply with orders certificates amongst the Company Stockholders who shall have no claim against the Buyer as a result of courts and awards the acts or omissions of arbitrators under Section 11.1 the Stockholders' Representative made or other disputes arising under or related purported to be made pursuant to this AgreementSection 1.6. The Cash Payment shall be paid into the following bank account: Bank: Chase Manhattan Bank, NYC Bank or Sort Code: 021 000 021 Account No: 066-198038 For further credit to: Account No: 309-79513-1-7-051 Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Special (c) The Additional Consideration, (if any) shall be paid to act on behalf the Stockholders' Representative in the case of Stockholders cash to the bank account set out above or in accordance with the provisions case of certificates for the Buyer Common Stock by delivery to the Stockholders' Representative (whose receipt shall be an absolute discharge to the Buyer in respect of its obligation to satisfy the Additional Consideration). The Buyer shall be under no obligation to enquire as to the allocation of the Agreement, Additional Consideration amongst the securities described herein and any other document or instrument executed in connection with Company Stockholders who shall have no claim against the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment Buyer as a result of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters acts or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all omissions of the Stockholders of the Representative made or purported to be made pursuant to this Section 1.6. The Company and shall be final, binding and conclusive upon each of Stockholders hereby authorize the Stockholders. The Stockholders shall severally indemnify ' Representative to distribute the Additional Consideration (if any) amongst them or any of them in such proportions or amounts as 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 Warrantors in connection with the acceptance or administration of his duties hereundertheir absolute discretion consider appropriate.

Stockholders’ Representative. Roivant Sciences Ltd.(i) In order to administer efficiently (i) the implementation of the Agreement on behalf of the Former Stockholders and (ii) the settlement of any dispute with respect to the Agreement, is hereby appointed the Company shall, prior to the Effective Time, designate one to three Persons to act as agent a representative on behalf of the Former Stockholders (collectively, the “Representative”). By approving this Agreement, the Company’s stockholders authorize and attorneyempower the Company to make such designation, approve and ratify all of the rights, powers and authorities provided to the Representative under the terms of this Agreement, and agree to be bound by all decisions and other actions taken by the Representative (ii) In order to reimburse the Representative for its fees and costs, and to fund any costs of defense of any claims by the Parent Indemnitees under Article VII at the Closing the Parent, at the direction of the Company, shall deposit $2,000,000 in cash of the Total Merger Consideration otherwise payable to each of the Company’s stockholders on a pro-in-fact rata basis with a financial institution identified by the Company to Parent in writing prior to the Closing (the “Stockholders’ Representative Account”), to be held until the Escrow Period has terminated and no further claims remain outstanding under Article VII or the Escrow Agreement. The funds in the Representative Account shall bear interest, and such funds together with any interest thereon, less the fees and costs of the Representative”, and any fees or costs incurred to fund costs of defense for any claims by the Parent Indemnitees under Article VII, shall, following Closing, be returned to each of the Former Stockholders in the same proportions as initially deposited in the Representative Account. The Representative is hereby granted the authority to seek reimbursement from the Representative Account for its fees and costs, and to fund any costs of defense of any claims by the Parent Indemnitees under Article VII. In no event shall Parent or any Parent Indemnitees have any rights or recourse to the Representative Account, either for claims under Article VII or otherwise. In no event shall the Parent or Parent Indemnitees have any responsibility or obligation with respect to the Representative Account other than to deposit the $2,000,000 referred to above therein. (iii) for each StockholderFrom and after the Effective Time, the Former Stockholders hereby authorize the Representative (i) to take all action necessary in connection with the implementation of the Agreement on behalf of the Former Stockholders or the settlement of any dispute, including, without limitation, with regard to matters pertaining to the indemnification provisions of this Agreement and the Escrow Agreement, (aii) to give and receive all notices required to be given under the Agreement and communications the Escrow Agreement, and (iii) to Purchaser for take any purpose under and all additional action as is contemplated to be taken by or on behalf of the Former Stockholders by the terms of this Agreement and the Additional AgreementsEscrow Agreement. (iv) If no Representative is ever appointed or if any Representative dies, becomes legally incapacitated or resigns from such position, another Person designated by the remaining Representatives, or if none remain, by the Former Stockholders holding the right to receive more than 50% in interest of the Escrow Cash (bthe “Requisite Former Stockholders”), who shall be identified to Parent as soon as practicable, shall fill such vacancy and shall be deemed to be the Representative for all purposes of this Agreement; provided, however, that no change in the Representative shall be effective until Parent is given written notice of such change. If no Representative is then currently serving, the Representative shall be deemed to be the Requisite Former Stockholders. (v) All decisions and actions by the Representative as provided in this Section 1.11 or under the Escrow Agreement shall be binding upon all of the Former Stockholders, and no Former Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (vi) By their execution and/or approval of this Agreement and the Merger, the Company and its stockholders agree tothat: (A) Parent shall be able to rely conclusively on the instructions and decisions of the Representative as to any actions required or permitted to be taken by the Representative hereunder and under the Escrow Agreement, negotiateand no party hereunder shall have any cause of action against Parent for any action taken by Parent in reliance upon the instructions or decisions of the Representative; (B) all actions, enter into settlements decisions and compromises instructions of the Representative shall be conclusive and demand arbitration binding upon all of the Former Stockholders and comply with orders no Former Stockholder shall have any cause of courts and awards of arbitrators action against the Representative for any action taken, decision made or instruction given by the Representative under Section 11.1 or other disputes arising under or related to this Agreement, the Escrow Agreement, except for fraud or willful breach of this Agreement by the Representative; and (cC) to act on behalf of Stockholders in accordance with the provisions of this Section 1.11 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Former Stockholders to the Representative and shall be binding upon the executors, heirs, legal representatives and successors of each Former Stockholder. (D) All fees and expenses, including, without limitation, all attorney’s fees and expenses incurred in connection with defending or settling any claim by Parent under this Agreement, and any amounts under subsection (E) below, incurred by the Representative shall be paid by the Former Stockholders out of the Representative Account. (E) In taking any action hereunder and under the Escrow Agreement, the securities described herein and Representative shall be protected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or instrument executed upon any evidence reasonably deemed by it, in connection with the Agreement and the Share Exchange and (d) its good faith judgment, to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoingbe sufficient; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered waive any rights with respect to Purchaser. No bond shall be required any individual Former Stockholder(s)’ interest(s) if such waiver would have the effect of disproportionately and adversely affecting such individual Former Stockholders(s) as compared to the interests of the other Former Stockholders’ Representative, and without the Stockholders’ Representative shall not receive any compensation for his services. Notices or communications to or from prior consent of the Stockholders’ Representative shall constitute notice to or from the Stockholdersaffected Former Stockholder(s). The Stockholders’ Representative shall not be liable to Parent or the Former Stockholders for any act done performed or omitted to be performed by it in the good faith exercise of its duties and shall be liable only in the case of fraud or willful breach of this Agreement by the Representative. The Representative may consult with counsel in connection with its duties hereunder while acting and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Representative shall not be responsible for determining or verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. If the Representative requires liability errors and omissions insurance as a condition to accepting the role of Representative, the premium cost shall be reimbursed from the Representative Account. If the funds in the exercise of reasonable business judgment. A decisionRepresentative Account have been exhausted, act, consent or instruction of Representative may resign without liability to the Former Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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.

Stockholders’ Representative. Roivant Sciences Ltd.GMS Capital ---------------------------- Partners, is hereby appointed L.P. (such Person and any successor or successors being the "Stockholders' Representative") shall act as agent the representative of the ---------------------------- Stockholders, and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) to give and receive notices and communications to Purchaser for any purpose under this Agreement and the Additional Agreements, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) shall be authorized to act on behalf of the Stockholders in accordance with and to take any and all actions required or permitted to be taken by the provisions of Stockholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the securities described herein and any other document settlement thereof) made by Parent or instrument executed in connection with the Stockholders for indemnification pursuant to this Article IX of the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to any actions to be taken by the matters or as set forth in Schedule 13.15Stockholders' Representative pursuant to the terms of the Escrow Agreement. The Stockholders shall be bound by all actions taken by the Stockholders’ ' Representative shall provide HanAll in its capacity thereof, except for any action that conflicts with timely notice prior to taking any of the actions limitation set forth in the preceding final sentence on behalf of HanAllthis Section 9.04. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior The Stockholders' Representative shall promptly, and in any event within five business days, provide written notice to the Purchaser, provided, however, Stockholders of any action taken on their behalf by the Stockholders' Representative pursuant to the authority delegated to the Stockholders' Representative under this Section 9.04. The Stockholders' Representative shall at all times act in his or her capacity as Stockholders' Representative in a manner that the Stockholders’ ' Representative may not believes to be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change best interest of the Stockholders’ . Neither the Stockholders' Representative shall not be effective until written notice is delivered to Purchaser. No bond nor any of its directors, officers, agents or employees shall be required 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 the Stockholders’ ' Representative's gross negligence, and the Stockholders’ Representative shall not receive any compensation for his services. Notices bad faith or communications to or from the Stockholders’ Representative shall constitute notice to or from the Stockholderswillful misconduct. The Stockholders’ ' Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any act done action taken or omitted hereunder while acting to be taken in good faith and by it in accordance with the exercise advice of reasonable business judgmentsuch counsel, accountants or experts. A decision, act, consent The Stockholders' Representative shall not have any duty to ascertain or instruction to inquire as to the performance or observance of any of the Stockholders’ Representative shallterms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for all purposes hereunderin this Agreement or the Escrow Agreement, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders' Representative shall not be required to exercise any discretion or take any action. The Stockholders Each Stockholder severally shall severally indemnify and hold harmless and reimburse the Stockholders’ ' Representative from and hold him harmless against such Stockholder's ratable share of any lossand all liabilities, liabilitylosses, damages, claims, costs or expense expenses suffered or incurred without gross negligence or bad faith on the part of by the Stockholders’ ' Representative and arising out of or resulting from any action taken or omitted to be taken by the Stockholders' Representative under this Agreement or the Escrow 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. Notwithstanding anything to the contrary herein or in connection the Escrow Agreement, (a) the Stockholders' Representative is not authorized to, and shall not, accept on behalf of any Stockholder any merger consideration to which such Stockholder is entitled under this Agreement and (b) the Stockholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the acceptance Company or administration Parent now or hereafter owned of his duties record or beneficially by any Stockholder unless the Stockholders' Representative is expressly authorized to do so in a writing signed by such Stockholder. In all matters relating to this Article IX, the Stockholders' Representative shall be the only party entitled to assert the rights of the Stockholders, and the Stockholders' Representative shall perform all of the obligations of the Stockholders hereunder. Parent shall be entitled to rely on all statements, representations and decisions of the Stockholders' Representative.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) Chris Pacitti (such person and any successor or successors being the "▇▇▇▇▇▇▇▇▇▇▇▇' Representative") shall act as the representative of the Company Stockholders, and shall be authorized to give act on behalf of the Company Stockholders and receive notices to take any and communications all actions required or permitted to Purchaser for any purpose be taken by the Stockholders' Representative 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 Additional AgreementsStockholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of Escrow Shares to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration of, and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related with respect to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange claims for indemnification and (diii) to take all actions necessary or appropriate in the judgment of the Stockholders’ ' Representative for the accomplishment of the foregoing; provided that for (a). In all matters relating to this Article IX, the Stockholders' Representative shall be the only party entitled to assert the rights of the Company Stockholders, and the Stockholders' Representative shall perform all of the obligations of the Company Stockholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Stockholders' Representative. (b)) The Company Stockholders shall be bound by all actions taken by the Stockholders' Representative in his, (c) and her or its capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15below. The Stockholders’ ' Representative shall promptly, and in any event within five business days, provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, Company Stockholders of any material action taken on behalf of them by the Stockholders' Representative pursuant to the authority delegated to the Stockholders' Representative under this Section 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 may not believes to be removed unless holders of at least 51% of all in the best interest of the Company Common Shares on an as-Stockholders. Neither the Stockholders' Representative nor any of its directors, officers, agents or employees, if converted basis outstanding immediately prior any, shall be liable to the transaction contemplated by any person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement agree to such removal. Any vacancy or the Escrow Agreement, except in the position case of its gross negligence, bad faith or willful misconduct. The Stockholders’ ' Representative may be filled consult with legal counsel, independent public accountants and other experts selected by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreementit. Any removal or change of the The Stockholders’ ' Representative shall not be effective until written notice is delivered have any duty to Purchaser. No bond shall be required ascertain or to inquire as to the performance or observance of any of the Stockholders’ Representativeterms, and covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Stockholders’ ' Representative shall not receive exercise any compensation for his services. Notices discretion or communications to or from take any action. (c) Each Company Stockholder shall indemnify and hold harmless and reimburse the Stockholders’ ' Representative shall constitute notice to from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or from expenses suffered or incurred by 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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 resulting from any action taken or omitted to be taken by the Stockholders' Representative under this Agreement or the Escrow 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 contrary herein or in connection 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 Company 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 acceptance Company or administration Parent now or hereafter owned of his duties hereunderrecord 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. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) The parties to give this Agreement shall cooperate with the Stockholders Representative and receive notices any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. The Stockholders Representative may communicate with any Stockholder or any other Person concerning his 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 communications other stockholders of the Company who designate the Stockholders Representative to Purchaser for any purpose act as such, and to perform its designated role under this Agreement and the Additional Agreements, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Escrow Agreement, but the Stockholders Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (c) including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act on behalf of willful misconduct. The Stockholders Representative may resign at any time by notifying in accordance with the provisions of the Agreementwriting Parent, the securities described herein Company and any other document or instrument executed in connection with the Stockholders. (a) The Stockholders Representative represents and warrants to the Company, Parent and Merger Sub: (i) that it has all necessary power, authority and capacity to execute and deliver this Agreement and to perform its obligations under Sections 3.02, 3.03, 3.04, 9.04, 9.08 and 9.09; (ii) the Share Exchange execution, delivery and (d) to take all actions necessary or appropriate in the judgment performance of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed this Agreement by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of has been duly and validly authorized by all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against any loss, liability, or expense incurred without gross negligence or bad faith necessary action on the part of the Stockholders’ Stockholders Representative and arising out (iii) this Agreement has been duly and validly executed and delivered by the Stockholders Representative and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Stockholders Representative, enforceable against it in accordance with its terms, except that such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (y) general principles of equity (whether applied in a proceeding at law or in connection with the acceptance or administration equity) and (z) any implied covenant of his duties hereundergood faith and fair dealing.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) As used in this Agreement, the "Stockholders' Representative" shall mean Gary ▇. ▇▇▇ister or any person appointed as a successor Stockholders' Representative pursuant to give and receive notices and communications to Purchaser for any purpose Section 1.06(b) hereof. (b) During the period ending upon the date when all obligations under this Agreement and have been discharged (including all indemnification obligations hereunder), the Additional AgreementsStockholders who, (b) immediately prior to agree tothe Closing, negotiate, enter into settlements and compromises held Company Common Stock representing an aggregate number of and demand arbitration and comply with orders shares of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions Company Common Stock which exceeded 50% of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and amount of such Company Common Stock outstanding immediately prior to such time (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (aa "Majority"), (b)may, (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserStockholders' Representative and GRS, provided, however, that remove the Stockholders’ ' Representative may or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or 3 8 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 be removed unless 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 at least 51% of all of the Company Common Shares on an as-if converted basis outstanding Stock immediately prior to the transaction contemplated 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 agree or under the documents referred to such removal. Any vacancy in this Agreement (an "Instrument") which the position of Stockholders’ ' Representative may determines to be filled by approval of necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change 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. Any party receiving an Instrument from the Stockholders' Representative shall not be effective until written notice is delivered have the right to Purchaser. No bond rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) GRS shall be required have no liability to any Stockholder or otherwise arising out of the acts or omissions of the Stockholders’ ' Representative or any disputes among the Stockholders or with the Stockholders' 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. (e) The Stockholders shall not receive any compensation for his services. Notices or communications to or from indemnify, defend and hold harmless the Stockholders’ ' Representative shall constitute notice to from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or from brought against the Stockholders. The Stockholders’ ' Representative shall not be liable for by any act done person arising out of the acts or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction omissions of the Stockholders’ ' Representative shallor any disputes among the Stockholders, for all purposes hereunder, constitute unless such Claims allegedly occurred as a decision, act, consent or instruction of all result of the Stockholders of the Company and shall be final, binding and conclusive upon each of willful misconduct or negligence by the Stockholders. The 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' Representative.

Stockholders’ Representative. Roivant Sciences Ltd.ATW Master Fund II, L.P. is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (ai) to give and receive notices and communications to or by Parent and Purchaser for any purpose under this Agreement and the Additional AgreementsAgreement, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 11.1 Article XI or other disputes arising under or related to this Agreement, (ciii) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger and (div) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserPurchaser and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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. Notwithstanding anything in this Section 14.14 to the contrary, the Stockholders’ Representative (in its capacity as such) shall have no obligation or authority with respect to any indemnification claims against a Stockholder made by a Purchaser Indemnitee under Section 11.1(a).

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) At the Effective Time, Warburg Pincus Private Equity VIII, L.P. shall be constituted and appointed as the Stockholders Representative. The Stockholders Representative shall be the exclusive agent for and on behalf of the current or former holder of Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants immediately prior to the Effective Time to: (i) give and receive notices and communications to Purchaser for or from Mercury (on behalf of itself or any purpose under other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries to Mercury of cash from the Additional AgreementsEscrow Fund in satisfaction of claims asserted by Mercury (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (biii) object to such claims in accordance with Section 7.6; (iv) consent or agree to, negotiate, enter into settlements and compromises of of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreementwith respect to, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange such claims; and (dv) to take all actions necessary or appropriate in the judgment of the Stockholders’ Stockholders Representative for the accomplishment of the foregoing; provided that for (a), (b)in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholders Representative shall be the sole and exclusive means of asserting or addressing any of the above and no current or former holder of Systinet Capital Stock, (c) and (d) as applied vested but unexercised Systinet Options or Systinet Warrants immediately prior to HanAll Biopharma Co., Ltd (“HanAll”), only the Effective Time shall have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the matters or as set forth in Schedule 13.15Stockholders Representative. The Stockholders’ Person serving as the Stockholders Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders replaced from time to time by the holders of a majority in interest of the shares or other property then on deposit in the Escrow Fund upon no not less than twenty (20) days ten days’ prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserMercury. No bond shall be required of the Stockholders’ Stockholders Representative, and the Stockholders’ Stockholders Representative shall not receive any no compensation for his services. Notices or communications to or from the Stockholders’ Stockholders Representative shall constitute notice to or from each of the Stockholders. holders of Systinet Capital Stock, Systinet Options and Systinet Warrants immediately prior to the Effective Time. (b) The Stockholders’ Stockholders Representative shall not be liable to any holder of Systinet Capital Stock, Systinet Options or Systinet Warrants immediately prior to the Effective Time for any act done or omitted hereunder as the Stockholders Representative while acting in good faith and any act done or omitted in accordance with the exercise advice of reasonable business judgment. A decision, act, consent counsel or instruction of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and other expert shall be final, binding and conclusive upon each evidence of the Stockholderssuch good faith. The Stockholders holders of Systinet Capital Stock, Systinet Options or Systinet Warrants immediately prior to the Effective Time shall severally indemnify the Stockholders’ Stockholders Representative and hold him it harmless against any loss, liability, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Stockholders Representative and arising out of or in connection with the acceptance or administration of his its duties hereunder. (c) The Stockholders Representative shall have reasonable access to information about Systinet and the reasonable assistance of Systinet’s former officers and employees for purposes of performing his duties and exercising its rights hereunder, provided that the Stockholders Representative shall treat confidentially and not disclose any nonpublic information from or about Systinet to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “The Stockholders’ Representative”) for each StockholderRepresentative is a corporation duly organized, (a) validly existing and in good standing under the Laws of the State of Delaware. The Company has made available to give Parent complete and receive notices correct copies of the certificate of incorporation and communications by-laws of the Stockholders’ Representative as currently in effect. All of the issued and outstanding capital stock of the Stockholders’ Representative is, as of the date of this Agreement, directly or indirectly owned by the Company. The Stockholders’ Representative has all requisite corporate power and authority and has taken all corporate action necessary in order to Purchaser for any purpose execute, deliver and perform its obligations under this Agreement and the Additional AgreementsCVR Agreement. This Agreement has been, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange CVR Agreement will be, duly executed and (d) to take all actions necessary or appropriate in the judgment of delivered by the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a)and constitutes, (b)or will constitute, (c) valid and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required binding agreements of the Stockholders’ Representative, enforceable against it in accordance with their respective terms, subject to the Bankruptcy and Equity Exception. Except for filings and notices (A) under the HSR Act, (B) under the Communications Act, including any FCC Rules, and (C) under any applicable state public utility Laws and rules, regulations and orders of any state PUCs or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses, no notices, reports or other filings are required to be made by the Stockholders’ Representative shall not receive with, nor are any compensation for his services. Notices consents, registrations, approvals, permits or communications authorizations required to or from be obtained by the Stockholders’ Representative shall constitute notice to from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement or from the StockholdersCVR Agreement. The execution, delivery and performance of this Agreement and the CVR Agreement by the Stockholders’ Representative shall not be liable for do not, and will not, constitute or result in (x) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Stockholders’ Representative, or (y) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any act done obligations under or omitted hereunder while acting in good faith and in the exercise creation of reasonable business judgment. A decision, act, consent or instruction an Encumbrance on any of the assets of the Stockholders’ Representative shallpursuant to, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, any Contract binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against or any loss, liability, or expense incurred without gross negligence or bad faith on the part of Laws to which the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunderis subject.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) As used in this Agreement, the "Stockholders' Representative" shall mean Geor▇▇ ▇▇▇▇ ▇▇ any person appointed as a successor Stockholders' Representative pursuant to give and receive notices and communications to Purchaser for any purpose 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 Additional AgreementsEscrow Agreement), (b) the Stockholders who, immediately prior to agree tothe Closing, negotiate, enter into settlements and compromises held Company Common Stock representing an aggregate number of and demand arbitration and comply with orders shares of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions Company Common Stock which exceeded 50% of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and amount of such Company Common Stock outstanding immediately prior to such time (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (aa "Majority"), (b)may, (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserStockholders' Representative and GRS, provided, however, that remove the Stockholders’ ' Representative may 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 be removed unless 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 at least 51% of all of the Company Common Shares on an as-if converted basis outstanding Stock immediately prior to the transaction contemplated 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 agree or under the documents referred to such removal. Any vacancy in this Agreement (an "Instrument") which the position of Stockholders’ ' Representative may determines to be filled by approval of necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change 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 shall not determine to be effective until written notice is delivered necessary or desirable in his sole and absolute discretion. Any party receiving an Instrument from the Stockholders' Representative shall have the right to Purchaser. No bond rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) GRS shall be required have no liability to any Stockholder or otherwise arising out of the acts or omissions of the Stockholders’ ' Representative or any disputes among the Stockholders or with the Stockholders' 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. (e) The Stockholders shall not receive any compensation for his services. Notices or communications to or from indemnify, defend and hold harmless the Stockholders’ ' Representative shall constitute notice to from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or from brought against the Stockholders. The Stockholders’ ' Representative shall not be liable for by any act done person arising out of the acts or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction omissions of the Stockholders’ ' Representative shallor any disputes among the Stockholders, for all purposes hereunder, constitute unless such Claims allegedly occurred as a decision, act, consent or instruction of all result of the Stockholders of the Company and shall be final, binding and conclusive upon each of willful misconduct or negligence by the Stockholders. The 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' Representative.

Stockholders’ Representative. Roivant Sciences Ltd.Section 8.6.1 Each Company Stockholder by virtue of the approval and adoption of this Agreement or other appointment authorization documentation (other than such Company Stockholders, is hereby appointed if any, who have perfected appraisal rights under Delaware Law or California Law) or by accepting any consideration payable hereunder shall be deemed to have agreed to appoint CommerceNet as its agent and attorney-in-fact (the “Stockholders’ RepresentativeRepresentative ”) for each Stockholderand on behalf of the Company Stockholders to act for the Company Stockholders with regard to matters pertaining to Article 8 and Article 9, (a) to give and receive notices and communications communications, authorize offset of the Holdback Shares in satisfaction of claims by any Indemnified Person, object to Purchaser for any purpose under this Agreement and the Additional Agreementssuch payments, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration of, and comply with orders of courts with respect to such claims, assert, negotiate, enter into settlements and awards compromises of, and comply with orders of arbitrators under Section 11.1 or courts with respect to, any other disputes arising under or related claim by any Indemnified Person relating to this Agreement, (c) to act on behalf of Stockholders in accordance with Agreement or the provisions of the Agreement, the securities described herein transactions contemplated hereby and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for foregoing or (a), (b), (cii) and (d) as applied specifically mandated by the terms of this Agreement. Each Company Stockholder agrees to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to receive correspondence from the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth Representative, including in the preceding sentence on behalf of HanAllelectronic form. Such agency may be changed by the Company Stockholders with the right to receive a majority of the Holdback Shares from time to time upon no less than twenty (20) days prior written notice to time. Notwithstanding the Purchaserforegoing, provided, however, that the Stockholders’ Representative may not be removed unless holders resign at any time by providing written notice of at least 51% of all of intent to resign to the Company Common Shares on an as-if converted basis outstanding immediately prior to Stockholders, which resignation shall be effective upon the transaction contemplated earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all a majority in interest of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this AgreementHoldback Shares. Any removal or change of If the Stockholders’ Representative shall not be effective until written notice is delivered removed, resign or otherwise be unable to Purchaserfulfill his responsibilities hereunder, the Company Stockholders shall appoint a successor to the Stockholders’ Representative, and shall immediately thereafter notify Parent the identity of such successor. Any such successor shall succeed the former Stockholders’ Representative as the Stockholders’ Representative hereunder. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 shallRepresentative, for all purposes including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision, act, consent or instruction of all of the Stockholders decision of the Company Stockholders and shall be final, binding and conclusive upon each the Company Stockholders. Section 8.6.2 By executing this Agreement under the heading “Stockholders’ Representative,” CommerceNet hereby (i) accepts its appointment and authorization to act as Stockholders’ Representative as attorney-in-fact and agent on behalf of the Company Stockholders in accordance with the terms of this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, this Section 8.6. Section 8.6.3 The Stockholders’ Representative shall not be liable to any Company Stockholder for any act done or omitted hereunder as the Stockholders’ Representative without gross negligence or willful misconduct or bad faith (and any act done or omitted pursuant to the bona fide good faith advice of counsel, accountants and other professionals and experts retained by the Stockholders’ Representative shall be conclusive evidence of good faith). The To the fullest extent permitted by applicable Law, the Company Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against any loss, liability, liability or expense incurred without gross negligence 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 his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders’ Representative. If not paid directly to the Stockholders’ Representative by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders’ Representative from the Holdback Shares otherwise distributable to the Company Stockholders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the Indemnity Termination Date, pursuant to the terms hereof at the time of distribution. The Stockholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Stockholders’ Representative may engage attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Stockholders’ Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing his services hereunder. The Stockholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. Section 8.6.4 All of the immunities and powers granted to the Stockholders’ Representative under this Agreement shall survive the Effective Time and/or any termination of this Agreement. The grant of authority provided for in this Section 8.6: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Stockholder and shall be binding on any successor thereto; and (ii) shall survive the delivery of an assignment by any Company Stockholder of the whole or any fraction of his, her or its interest in the Holdback Shares. Section 8.6.5 Parent and the Surviving Corporation shall be entitled to rely upon the actions of the Stockholders’ Representative as the duly authorized actions of the Company Stockholders.

Stockholders’ Representative. Roivant Sciences Ltd., (a) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is hereby appointed as the Stockholders’ true and lawful representative, proxy, agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholdera term that shall be continuing and indefinite and without a termination date except as otherwise provided herein, (a) to act for and on behalf of the Stockholders in connection with or relating to the Transaction Documents and the Contemplated Transactions, including, without limitation, to give and receive notices and communications communications, to Purchaser for receive and accept service of legal process in connection with any purpose proceeding arising under this Agreement the Transaction Documents or in connection with the Contemplated Transactions, to receive and deliver the Additional Agreementsamount comprising the Final Closing Merger Consideration, (b) to authorize delivery of Promissory Note payments, to object to or accept any claims against or on behalf of the Principal Stockholders, to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 with respect to such amounts or other disputes arising under or related to this Agreementclaims, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment sole opinion of the Stockholders’ Representative for the accomplishment of the foregoing; . Such agency may be changed at any time and from time to time by the action of Stockholders holding more than fifty percent (50%) of the issued and outstanding Shares that approved the Merger, and shall become effective upon not less than thirty (30) days prior written notice to ATS. Except as provided in the foregoing sentence, in the event that for any reason the most recent Stockholders’ Representative shall no longer be serving in such capacity, including, without limitation, as a result of the death, resignation, or incapacity of the Stockholders’ Representative, either (a)i) the outgoing Stockholders’ Representative shall appoint a successor Stockholders’ Representative or (ii) if the outgoing Stockholders’ Representative is unable, unwilling or otherwise fails to appoint a successor Stockholder Representative, then Stockholders holding more than fifty percent (b)50%) of the issued and outstanding Shares that approved the Merger shall designate another Person to act as Stockholders’ Representative, (c) and (d) as applied to HanAll Biopharma Co.such that, Ltd (“HanAll”)at all times, only with respect to the matters or as set forth extent practicable, there will be a Stockholders’ Representative with the authority provided hereunder. Any change in Schedule 13.15the Stockholders’ Representative pursuant to the foregoing sentence shall become effective upon delivery of written notice of such change to ATS. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his or her services. Notices Notices, deliveries or communications to or from the Stockholders’ Representative by or to any of the parties to the Transaction Documents shall constitute notice notices, deliveries or communications 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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.

Stockholders’ Representative. Roivant Sciences Ltd.ATW Master Fund II, L.P. is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (ai) to give and receive notices and communications to Purchaser or by Parent for any purpose under this Agreement and the Additional AgreementsAgreement, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 11.1 Article X or other disputes arising under or related to this Agreement, (ciii) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger and (div) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to Parent and, if after the PurchaserEffective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserParent. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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. Notwithstanding anything in this Section 13..13. to the contrary, the Stockholders’ Representative (in its capacity as such) shall have no obligation or authority with respect to any indemnification claims against a Stockholder made by a Parent Indemnitee under Section 10.1(a).

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) As used in this Agreement, the "Stockholders' Representative" shall mean Geor▇▇ ▇▇▇▇ ▇▇ any person appointed as a successor Stockholders' Representative pursuant to give and receive notices and communications to Purchaser for any purpose 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 Additional AgreementsEscrow Agreement), (b) the Stockholders who, immediately prior to agree tothe Closing, negotiate, enter into settlements and compromises held Company Common Stock representing an aggregate number of and demand arbitration and comply with orders shares of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions Company Common Stock which exceeded 50% of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and amount of such Company Common Stock outstanding immediately prior to such time (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (aa "Majority"), (b)may, (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserStockholders' Representative and GRS, provided, however, that remove the Stockholders’ ' Representative may 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 be removed unless 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 at least 51% of all of the Company Common Shares on an as-if converted basis outstanding Stock immediately prior to the transaction contemplated Closing of such appointment by this Agreement agree to such removalwritten notice. Any vacancy in A copy of any appointment by the position Majority of any successor Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ ' Representative shall not be effective until written notice is delivered provided to Purchaser. No bond GRS promptly after it shall have been effected. (c) The Stockholders' Representative shall be required of the Stockholders’ Representativeauthorized to take any action and to make and deliver any certificate, and the Stockholders’ Representative shall not receive any compensation for his 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, actnotice, consent or instruction of 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 shalldetermines to be necessary, for all purposes hereunderappropriate or desirable, constitute a decisionand, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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.in

Stockholders’ Representative. Roivant Sciences Ltd.By virtue of the approval of the Merger and this Agreement by the Stockholders, is hereby appointed each of the Stockholders shall be deemed to have agreed to appoint the Stockholders Representative as its agent and attorney-in-fact (and as stockholder representative, for and on behalf of the “Stockholders’ Representative”) Stockholders to hold the Note for each Stockholderthe account of the Stockholders in accordance with the Merger Consideration Allocation Schedule, (a) to give and receive notices and communications communications, to Purchaser for authorize payment to any purpose under this Agreement and Parent indemnified party from the Additional AgreementsEscrow Account in satisfaction of claims by any Parent indemnified party, (b) to object to such payments, to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent indemnified party against any Stockholder or other disputes arising under by any such Stockholder against any indemnified party or related any dispute between any indemnified party and any such Stockholder, in each case relating to this AgreementAgreement or the Transactions, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders’ Stockholder Representative for the accomplishment of the foregoing; provided that for foregoing or (a)ii) specifically mandated by the terms of this Agreement, (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only including in connection with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any determination of the actions set forth Company Estimated Net Working Capital and the Company Closing Net Working Capital and the payment of any Company Shortfall in the preceding sentence on behalf Sections 2.03, 2.04 and 2.05 of HanAllthis Agreement. Such agency may be changed by the Stockholders from time to time upon no not less than twenty thirty (2030) days prior written notice to the Purchaser, Parent; provided, however, that the Stockholders’ Stockholder Representative may not be removed or any change to the agency made unless holders of at least 51% of all a majority in interest of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement Escrow Account agree to such removalremoval and to the identity of the substituted agent or such change. Any Notwithstanding the foregoing, a vacancy in the position of Stockholders’ Stockholder Representative may be filled by approval of the holders of at least 51% of all a majority in interest of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserEscrow Account. No bond shall be required of the Stockholders’ Stockholder Representative, and the Stockholders’ Stockholder Representative shall not receive any compensation for his services. Notices or communications to or from the Stockholders’ Stockholder 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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.

Stockholders’ Representative. Roivant Sciences Ltd., Long Deng is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (ai) to give and receive notices and communications to or by Parent and Purchaser for any purpose under this Agreement and the Additional Agreements, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 11.1 Article XI or other disputes arising under or related to this Agreement, (ciii) to enter into and deliver the Escrow Agreement on behalf of each of the Stockholders, (iv) to authorize or object to delivery to Parent, Purchaser and the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent, Purchaser and the Surviving Corporation in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger and (dvi) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserPurchaser and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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. Notwithstanding anything in this Section 14.15 to the contrary, the Stockholders’ Representative (in his capacity as such) shall have no obligation or authority with respect to any indemnification claims against a Stockholder made by a Purchaser Indemnitee under Section 11.1.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) Pursuant to give the terms of this Section 12.15, each Stockholder hereby appoints Will▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ act as such Stockholder's agent and receive representative (the "Stockholders' Representative") for purposes of receiving on his or her behalf all notices and communications to Purchaser for any purpose under this Agreement, issuing on his or her behalf such notices under this Agreement as the Stockholders' Representative shall determine in his sole discretion to issue, and the Additional Agreements, performing such other administrative and other functions under this Agreement as may become necessary or desirable. (b) The Stockholders' Representative shall have full power and authority to agree toact for and on behalf of the Stockholders in regard to their rights under this Agreement. Without limiting the foregoing, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators the Stockholders' Representative is authorized to (i) resolve all claims for indemnification under Section 11.1 or other disputes arising under or related to this Agreement, (cii) retain counsel of his choosing, experts and other professionals as may be necessary or desirable to act assist in the resolution of any claim for indemnification under this Agreement, and (iii) execute and deliver the Stockholders and Company Closing Certificate on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 have no right to act as agent for service of process for any act done one of the Stockholders, except that any notice delivered to the Stockholders' Representative with respect to any claim arising pursuant to Section 11.2 of this Agreement shall be deemed notice to all the Stockholders with respect thereto. (c) The Stockholders' Representative shall be entitled to reasonable compensation from the Stockholders for his services and reimbursement of all expenses, including the cost of error and omissions insurance incurred in his capacity as the Stockholders' Representative. (d) At any time after the date hereof, Buyer shall be fully entitled in acting on and relying upon any written notice, direction, request, waiver, consent, receipt or omitted hereunder while acting other paper or document that Buyer in good faith and in the exercise of reasonable business judgment. A decision, act, consent believes to have been signed or instruction of presented by the Stockholders’ ' Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of and Buyer will have no liability to any Stockholder if it acts in accordance with the foregoing. (e) The Stockholders' Representative shall be entitled to reimbursement by the Stockholders of all reasonable expenses (including the Company cost of errors and shall be final, binding and conclusive upon each of the omissions insurance) incurred in his capacity as Stockholders' Representative. The Stockholders shall severally indemnify and hold harmless the Stockholders’ ' Representative from any and hold him harmless against any lossall costs, liabilityexpenses, or expense incurred without gross negligence damages (paid or bad faith on the part of the Stockholders’ Representative and arising out of or incurred) in connection with the acceptance or administration performance of his duties hereunderobligations pursuant to this Agreement, other than those arising from the gross negligence or willful misconduct of the Stockholders' Representative. The Stockholders shall be jointly and severally liable to the Stockholders' Representative for any liability arising out of this Section 12.15.

Stockholders’ Representative. Roivant Sciences Ltd.The Stockholders, is hereby appointed by their execution and delivery of this Agreement, appoint (for themselves, their successors and assigns and their personal representatives) Overseas Partners, Inc., a New York corporation (the "Stockholders' Representative"), as their agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholderand, (a) to give and receive notices and communications to Purchaser for any purpose under this Agreement and the Additional Agreements, (b) to agree to, negotiate, enter into settlements and compromises by its execution of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) the Stockholders' Representative accepts such appointment), to act on behalf of take all action required or permitted to be taken by the Stockholders in accordance with the provisions of the Agreement, the securities described herein hereunder and any other document or instrument executed under and in connection with Section 8.2 of the Agreement and Plan of Reorganization, including, without limitation, the Share Exchange giving and (d) to take receipt of all actions necessary or appropriate in the judgment notices hereunder and under Section 8.2 of the Stockholders’ Representative for Agreement and Plan of Reorganization and the accomplishment settlement of any dispute or claim hereunder or under Section 8.2 of the foregoing; provided that for (a), (b), (c) Agreement and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15Plan of Reorganization. The Stockholders’ ' Representative shall provide HanAll with timely notice prior to taking any of the actions set forth incur no liability in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaserconnection herewith, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal except for willful misconduct or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Stockholdersgross negligence. The Stockholders’ Representative , jointly and severally, shall not be liable for any act done or omitted hereunder while acting in good faith indemnify and in the exercise of reasonable business judgment. A decision, act, consent or instruction of hold harmless the Stockholders’ ' Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against any loss, liability, expense (including reasonable attorney's fees and expenses), claim or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and demand arising out of or in connection with its actions hereunder, except with respect to any loss, liability, expense, claim or demand arising out of the acceptance gross negligence or administration willful misconduct of his the Stockholders' Representative. The Stockholders' Representative may resign and be discharged from its duties hereunderhereunder at any time upon 10 days' prior written notice to the Stockholders, whereupon a successor Stockholders' Representative shall be appointed by the Stockholders representing a majority-in-interest of the Stockholders' Proportionate Interests.

Stockholders’ Representative. Roivant Sciences Ltd.(a) In order to efficiently administer the transactions contemplated hereby, is hereby appointed including (i) the determination of the October Working Capital and the Adjusted Merger Consideration, (ii) the determination of the [**] of the Business Unit (as agent defined in Section 1.11(f)) and attorneythe Earn-in-fact out Consideration (as defined in Section 1.11(d)), and (iii) the “Stockholders’ Representative”defense and/or settlement of any claims (other than Several Claims (as defined in Section 6.2)) for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Stockholders, by the approval and adoption of this Agreement, shall designate a committee consisting of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as their representative (collectively, the "Stockholders' Representative"). The persons constituting the Stockholders' Representative from time to time hereunder (each Stockholdersuch person, in such capacity, a "Committee Member") shall make any and all decisions in such capacity, and take or decline to take any action in such capacity, by (and only by) majority consent of such persons. (b) The Company Stockholders by the approval and adoption of this Agreement authorize the Stockholders' Representative (i) to make all decisions relating to the determination of the October Working Capital adjustment and the Adjusted Merger Consideration, (aii) to make all decisions relating to the determination of the [**] of the Business Unit and the Earn-out Consideration, (iii) to take all actions the Stockholders' Representative may deem necessary or appropriate in connection with the defense and/or settlement of any claims (other than Several Claims) for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iv) to give and receive all notices required to be given under this Agreement or that the Stockholders' Representative may deem necessary or appropriate in connection with the transactions contemplated hereby (in each case other than in respect of Several Claims), (v) to take any and communications all additional actions as are contemplated to Purchaser be taken by or on behalf of the Company Stockholders by the terms of this Agreement or that the Stockholders' Representative may deem necessary or appropriate in connection with the transactions contemplated hereby (in each case other than in respect of Several Claims), and (vi) to incur such costs and expenses, including without limitation the fees and expenses of legal, financial, tax, accounting, and other experts and advisors, as the Stockholders' Representative may deem necessary or appropriate in connection with the exercise of the Stockholders' Representative's responsibilities, authority, and powers hereunder and/or the transactions contemplated hereby, and to recoup such costs and expenses from any amount otherwise payable to the Company Stockholders, including without limitation the Merger Consideration and the Earn-out Consideration. (c) The initial Committee Members shall be ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. In the event at any time or from time to time any Committee Member becomes unable to perform his or her responsibilities hereunder or resigns from such position, then the persons referred to below are authorized to and shall select another person to fill such vacancy and such substituted person shall thereupon be a Committee Member for any purpose under all purposes of this Agreement and the Additional Agreements, (b) documents delivered pursuant hereto. The Buyer shall be entitled to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related conclusively rely on any actions taken by any Committee Member at any time prior to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions time the Buyer has received written notice of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and removal of such Committee Member. (d) The persons that immediately prior to take all actions necessary or appropriate the Closing held a majority of the Company Series C Shares then outstanding shall be authorized and entitled to fill any vacancy in the judgment position as a Committee Member of ▇▇▇▇ ▇▇▇▇▇▇▇ or any successor to his position as a Committee Member. The persons that immediately prior to the Closing held a majority of the Stockholders’ Representative for Company Series A Shares and Series B Shares, collectively, then outstanding shall be authorized and entitled to fill any vacancy in the accomplishment position as a Committee Member of the foregoing; provided ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or any successor to his position as a Committee Member. The persons that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect immediately prior to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all Closing held a majority of the Company Common Shares on an as-if converted basis then outstanding immediately prior shall be authorized and entitled to the transaction contemplated by this Agreement agree to such removal. Any fill any vacancy in the position as a Committee Member of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or any successor to his position as a Committee Member. (e) All decisions and actions by the Stockholders’ ' Representative made in accordance with the foregoing, including without limitation any agreement between the Stockholders' Representative and the Buyer relating to the determination of the October Working Capital adjustment and/or the Adjusted Merger Consideration, the determination of the [**] of the Business Unit and/or the Earn-out Consideration, or the defense or settlement of any claims (other than Several Claims) for which the Company Stockholders may be filled by approval of required to indemnify the holders of at least 51% of Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and no Company Stockholder shall have the Stockholders’ Representative right to object, dissent, protest or otherwise contest the same. (f) As among the Company Stockholders and the Committee Members, no Committee Member shall not receive any compensation for his 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 connection with the acceptance, performance, or administration of his duties hereunder except with respect to any fraud or bad faith on the part of such Committee Member, and in for this purpose any act done or omitted pursuant to the exercise advice of reasonable business judgment. A decision, act, consent or instruction counsel shall be conclusive evidence of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction absence of all of the Stockholders fraud and bad faith. Each of the Company and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify each of the Stockholders’ Representative Committee Members and hold him harmless against such Company Stockholder's pro rata share (determined in proportion to the portion of the aggregate Merger Consideration and Earn-out Consideration paid to such Company Stockholder hereunder) of any loss, liability, or expense incurred without gross negligence (other than as a direct result of fraud or bad faith on the his part) on his part of the Stockholders’ Representative and arising out of or in connection with the acceptance acceptance, performance, or administration of his duties hereunder. (g) By his, her or its adoption of this Agreement and approval of the Merger, each Company Stockholder agrees, in addition to the foregoing, that: (i) the Buyer shall be entitled to rely conclusively on the instructions and decisions of the Stockholders' Representative as to the determination of the October Working Capital adjustment and/or the Adjusted Merger Consideration, the determination of the [**] of the Business Unit and/or the Earn-out Consideration, or the settlement of any claims for indemnification (other than Several Claims) by the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, 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 written instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative in accordance with this Agreement shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against any Committee Member for any action taken, decision made or instruction given by such Committee Member or the Stockholders' Representative under this Agreement, except to the extent of any fraud or bad faith on the part of such Committee Member; (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 transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.10 are inadequate; therefore, the Buyer and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation 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.

Stockholders’ Representative. Roivant Sciences Ltd.(a) In order to administer efficiently (i) the implementation of the Agreement on behalf of the NSC stockholders and (ii) the settlement of any dispute with respect to the Agreement, is NSC and the Stockholders hereby appointed designate ▇▇▇▇▇▇▇ ▇▇▇▇▇ as agent and attorney-in-fact the NSC stockholders' representative (the “"Stockholders’ ' Representative”"). (b) for each StockholderFrom and after the Effective Time, NSC and the Stockholders hereby authorize the Stockholders' Representative (i) to take all action necessary in connection with the implementation of the Agreement on behalf of the NSC stockholders or the settlement of any dispute, including, without limitation, with regard to matters pertaining to the indemnification provisions of this Agreement and the Escrow Agreement, (aii) to give and receive all notices required to be given under the Agreement and communications the Escrow Agreement and (iii) to Purchaser for take any purpose under and all additional action as is contemplated to be taken by or on behalf of the NSC stockholders by the terms of this Agreement and the Additional AgreementsEscrow Agreement. (c) In the event that the Stockholders' Representative dies, (b) becomes legally incapacitated or resigns from such position,' another individual designated by the Stockholders, who shall be identified to agree to, negotiate, enter into settlements and compromises Azurel as soon as practicable after the date of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, shall fill such vacancy and shall be deemed to be the Stockholders' Representative for all purposes of this Agreement; provided, however, that no change in the Stockholders' Representative shall be effective until Azurel is given written notice of such change by the Stockholders. (cd) All decisions and actions by the Stockholders' Representative as provided in this Section 5.14or under the Escrow Agreement shall be binding upon all of, the NSC stockholders, and no NSC stockholder shall have the right to act object, dissent, protest or otherwise contest the same. (e) By their approval of the Merger, NSC and the NSC stockholders agree that: (i) Azurel shall be able to rely conclusively on behalf the instructions and decisions of Stockholders the Stockholders' Representative as to any actions required or permitted to be taken by the NSC stockholders or the Stockholders' Representative hereunder and under the Escrow Agreement, and no party hereunder shall have any cause of action against Azurel for any action taken by Azurel in accordance with 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 NSC stockholders and no NSC 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 breach of this Agreement by the Stockholders' Representative; and (iii) the provisions of this Section 5.14 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by NSC and the NSC stockholders to the Stockholders' Representative and, shall be binding, upon the executors, heirs, legal representatives and successors of each NSC stockholder. (f) All fees and expenses incurred by the Stockholders' Representative shall be paid by the NSC stockholders severally to the extent of their pro rata interest in the Azurel Common Stock. (g) In taking any action hereunder and under the Escrow Agreement, the securities described herein and Stockholders' Representative shall be protected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or instrument executed in connection with the Agreement and the Share Exchange and (d) upon any evidence reasonably deemed by it, .in its good faith judgment, to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoingbe sufficient; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ ' Representative may shall not be removed unless holders waive (i) .any rights of the NSC stockholders if such waiver would have the effect Of disproportionately and adversely affecting NSC stockholders which held shares of a particular series of NSC capital stock as compared to NSC stockholders which held other series of NSC capital stock, without the prior consent of the' NSC stockholders which held at least 51% of all two-thirds of the Company Common Shares adversely affected series on an as-converted to common stock basis; (ii) any rights with respect to any individual NSC stockholder(s)' interest(s) if converted basis outstanding immediately prior such waiver would have the effect of disproportionately and adversely affecting such individual NSC stockholder(s) as compared to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval interests of the holders of at least 51% of all other NSC stockholders, without the prior consent of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change affected NSC stockholder(s), and (iii) any right of any of the Stockholders’ Representative shall not be effective until written notice is delivered NSC stockholders to Purchaser. No bond shall be required receive the Azurel Common Stock, without the prior consent of two-thirds of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the StockholdersNSC stockholders. The Stockholders’ ' Representative shall not be liable to Azurel or the NSC stockholders for any act done performed or omitted to be performed by it in the good faith exercise of its duties and shall be liable only in the case' of bad faith or willful misconduct or gross negligence. The Stockholders' Representative may consult with counsel in connection with its duties hereunder while acting and shall be fully protected in any act taken, suffered or permitted by it in good faith and in accordance with the exercise advice of reasonable business judgmentcounsel. A decision, act, The Stockholders' Representative shall not be responsible for determining or verifying the authority of any person acting or purporting to .act on behalf of any party to this Agreement. The Stockholders' Representative may be replaced at any time by affirmative vote or written consent or instruction of a majority of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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 hereunderNSC stockholders.

Stockholders’ Representative. Roivant Sciences Ltd.(a) By approving this Agreement, is the stockholders and Optionholders of Holdings hereby appointed appoint H.I.G. Call Center II, Inc., a Cayman Island company, and its permitted successors, as the agent for and attorney-in-fact on behalf of the stockholders of Holdings (the “Stockholders’ Representative”) for each Stockholder, (a) to give and receive notices and communications communications, to Purchaser for any purpose under this Agreement authorize delivery to the Parent of Escrow Cash from the Escrow Fund in satisfaction of indemnification claims by the Parent, to withhold the Working Capital Holdback and settle and pay the Additional AgreementsPurchase Price adjustments in Section 2.10, (b) to agree toobject to such deliveries, negotiate, enter into settlements and compromises of and demand arbitration of, and comply with orders Orders of courts with respect to such claims (including third party claims), and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no not less than twenty ten (2010) days days’ prior written notice to the Purchasernotice, provided, however, that executed by the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserParent. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any no compensation for his its services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Stockholders. Company and each of the stockholders and Optionholders of Holdings. (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 any act done or omitted pursuant to the exercise advice 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 all of the Stockholders of the Company and counsel shall be final, binding and conclusive upon each evidence of the Stockholderssuch good faith. The Stockholders stockholders and Optionholders of Holdings shall severally indemnify the Stockholders’ Representative and hold him it, its officers, directors, employees and agents harmless against any lossLosses, liabilityLiability, 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 its duties hereunder. (c) A decision, act, consent or instruction of the Stockholders’ Representative shall constitute a decision of all the stockholders and Optionholders of Holdings for whom Escrow Cash is otherwise payable to them is deposited in escrow and shall be final, binding, and conclusive upon each such stockholder and Optionholder, and the 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 stockholder and Optionholder. The Stockholders’ Representative shall have the right to consent to the use of the Escrow Fund to settle any claims made hereunder. (d) H.I.G. Call Center II, Inc. may resign as the Stockholders’ Representative and appoint a successor Stockholders’ Representative in its sole discretion at any time by giving five days’ prior written notice of such resignation to the Parent, which notice shall include the name of the successor Stockholders’ Representative. Such successor Stockholders’ Representative shall become the Stockholders’ Representative and H.I.G. Call Center II, Inc. shall be discharged from its duties hereunder upon the resignation date specified in such notice.

Stockholders’ Representative. Roivant Sciences Ltd.(a) The stockholders of the Company, is by adopting this Agreement and the transactions contemplated hereby, hereby appointed irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ as their agent and attorney-in-fact for purposes of Article X, Sections 3.9 and 3.10 and the Retention Escrow Agreement (the “"STOCKHOLDERS' REPRESENTATIVE"), and consent to the taking by the Stockholders’ Representative”) for each Stockholder, (a) ' Representative of any and all actions and the making of any decisions required or permitted to give and receive notices and communications to Purchaser for any purpose be taken by him under this Agreement and the Additional AgreementsRetention Escrow Agreement. Parent shall be entitled to deal exclusively with the Stockholders' Representative on all matters relating to Article X, Sections 3.9 and 3.10 and the Retention Escrow Agreement. If the Stockholders' Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company stockholders, then ▇▇▇ ▇▇▇▇▇ shall, within ten days after a request by the Parent, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the "Stockholders' Representative" for purposes of this Section 11.1, Sections 3.9 and 3.10, Article X and the Retention Escrow Agreement. If for any reason there is no Stockholders' 77 Representative at any time, all references herein to the Stockholders' Representative shall be deemed to refer to ▇▇▇ ▇▇▇▇▇. (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act The reasonable expenses incurred by the Stockholders' Representative while acting on behalf of Stockholders the Company stockholders under the authorization granted in accordance with this Section 11.1 (including up to $5,000 per month for up to six months for fees payable to an assistant selected by the provisions Stockholders' Representative) shall be payable out of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoingDeferred Payment Retention; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% aggregate amount of all of the Company Common Shares on an as-if converted basis outstanding immediately prior such payments to the transaction contemplated by Stockholders' Representative pursuant to this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative Section 11.1(b) shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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 hereunderexceed $100,000.

Stockholders’ Representative. Roivant Sciences Ltd.(a) By approving this Agreement, is the stockholders and Optionholders of Holdings hereby appointed appoint H.I.G. Call Center II, Inc., a Cayman Island company, and its permitted successors, as the agent for and attorney-in-fact on behalf of the stockholders of Holdings (the “Stockholders’ Representative”) for each Stockholder, (a) to give and receive notices and communications communications, to Purchaser for any purpose under this Agreement authorize delivery to the Parent of Escrow Units and Escrow Cash from the Additional AgreementsEscrow Fund in satisfaction of indemnification claims by the Parent, (b) to agree towithhold the Working Capital Holdback and settle and pay the Purchase Price adjustments in Section 2.10, to object to such deliveries, negotiate, enter into settlements and compromises of and demand arbitration of, and comply with orders Orders of courts with respect to such claims (including third party claims), and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no not less than twenty ten (2010) days days’ prior written notice to the Purchasernotice, provided, however, that executed by the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserParent. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any no compensation for his its services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Stockholders. Company and each of the stockholders and Optionholders of Holdings. (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 any act done or omitted pursuant to the exercise advice 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 all of the Stockholders of the Company and counsel shall be final, binding and conclusive upon each evidence of the Stockholderssuch good faith. The Stockholders stockholders and Optionholders of Holdings shall severally indemnify the Stockholders’ Representative and hold him it, its officers, directors, employees and agents harmless against any lossLosses, liabilityLiability, 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 its duties hereunder. (c) A decision, act, consent or instruction of the Stockholders’ Representative shall constitute a decision of all the stockholders and Optionholders of Holdings for whom Escrow Units and Escrow Cash is otherwise issuable or payable to them are deposited in escrow and shall be final, binding, and conclusive upon each such stockholder and Optionholders, and the 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 stockholder and Optionholders. The Stockholders’ Representative shall have the right to consent to the use of the Escrow Fund to settle any claims made hereunder. (d) H.I.G. Call Center II, Inc. may resign as the Stockholders’ Representative and appoint a successor Stockholders’ Representative in its sole discretion at any time by giving five days’ prior written notice of such resignation to the Parent, which notice shall include the name of the successor Stockholders’ Representative. Such successor Stockholders’ Representative shall become the Stockholders’ Representative and H.I.G. Call Center II, Inc. shall be discharged from its duties hereunder upon the resignation date specified in such notice.

Stockholders’ Representative. Roivant Sciences Ltd.(a) At the Closing, is hereby without further act of any Stockholder or holder of In-the-Money Options, the Stockholders’ Representative shall be appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholdersuch holder, (a) to give and receive notices and communications communications, to Purchaser for any purpose under this Agreement authorize delivery to Buyer or the Surviving Corporation of cash from the Escrow Account in satisfaction of indemnification claims, to object to such deliveries, to retain and the Additional Agreements, (b) appoint advisors and to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related with respect to this Agreementsuch claims, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) foregoing and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf defense of HanAllany claim against the Escrow Account for indemnity under Article 10. Such agency may be changed by the Stockholders holders of a majority in interest in the Escrow Account from time to time upon no not less than twenty (20) days 10 days’ prior written notice to Buyer and the Purchaser, Escrow Agent; provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of a majority in interest in the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement Escrow Account agree to such removalremoval and to the identity of the substituted agent. Any vacancy in the position of Stockholders’ Stockholder’s Representative may be filled by approval of the holders of at least 51% of all of a majority in interest in the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his servicesEscrow Account. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Stockholders. each Stockholder and holder of In-the-Money Options. (b) The Stockholders’ Representative shall not be liable for for, or to any Person in respect of, any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the exercise of reasonable business judgment. . (c) A decision, act, consent or instruction of the Stockholders’ Representative shall, for all purposes hereunder, shall constitute a decision, act, consent or instruction of all Stockholders and holders of In-the-Money Options with respect to the Stockholders of the Company Escrow Account and shall be final, binding and conclusive upon each of such holder, and the Stockholders. The Stockholders shall severally indemnify the Stockholders’ Representative Escrow Agent and hold him harmless against Buyer may rely upon any losssuch decision, liabilityact, consent or expense incurred without gross negligence or bad faith on the part instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each and arising out of or in connection with the acceptance or administration of his duties hereunderevery such holder.

Stockholders’ Representative. Roivant Sciences Ltd., Xiao Mou Zhang is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (ai) to give and receive notices and communications to Purchaser or by Parent for any purpose under this Agreement and the Additional Agreements, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 11.1 Article X or other disputes arising under or related to this Agreement, (ciii) to enter into and deliver the Escrow Agreement on behalf of each of the Stockholders, (iv) to authorize or object to delivery to Parent or the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent or the Surviving Corporation in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger and (dvi) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserParent and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserParent. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his servicesservices as such. 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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. Notwithstanding anything in this Article 13.14 to the contrary, the Stockholders’ Representative (in his capacity as such) shall have no obligation or authority with respect to any indemnification claims against a Stockholder made by a Parent Indemnitee under Article X hereof.

Stockholders’ Representative. Roivant Sciences Ltd.(a) By virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders, is hereby appointed each of the Company Holders shall be deemed to have agreed to appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇ as agent its agents and attorneyattorneys-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) and on behalf of the Company Holders to give and receive notices and communications communications, to Purchaser for authorize payment to any purpose under this Agreement and Indemnified Party from the Additional AgreementsEscrow Account in satisfaction of claims by any Indemnified Party, (b) to object to such payments, to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 with respect to such claims, to assert, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any other claim by any Indemnified Party against any Company Holder or other disputes arising under by any such Company Holder against any Indemnified Party or related any dispute between any Indemnified Party and any such Company Holder, in each case relating to this AgreementAgreement or the transactions contemplated hereby, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for foregoing or (a), (b), (cii) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to specifically mandated by the matters terms of this Agreement or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAllEscrow Agreement. Such agency may be changed by the Stockholders Company Holders with the right to at least eighty-five percent (85%) of the Pro Rata Portions of the Escrow Fund from time to time upon no less than twenty (20) days prior written notice to time. Notwithstanding the Purchaserforegoing, provided, however, that the Stockholders’ Representative may not be removed unless holders resign at any time by providing written notice of at least 51% of all of intent to resign to the Company Common Shares on an as-if converted basis outstanding immediately prior to Holders, which resignation shall be effective upon the transaction contemplated earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all a majority in interest of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to PurchaserEscrow Fund. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his their services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Stockholders. . (b) The Stockholders’ Representative shall not be liable to any Company Holder for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith, even if such act or omission constitutes negligence on the part of such Stockholders’ Representative. The Stockholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Stockholders’ Representative may engage attorneys, accountants and other professionals and experts. The Stockholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. The Company Holders shall indemnify the exercise Stockholders’ Representative and hold the Stockholders’ Representative harmless against any loss, liability or expense incurred on the part of the Stockholders’ Representative (so long as the Stockholders’ Representative were acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable business judgmentfees and expenses of any legal counsel retained by the Stockholders’ Representative (“Stockholders’ Representative Expenses”). The Stockholders’ Representative shall have the right to retain Stockholders’ Representative’s Expenses from the Representative Reimbursement Amount prior to any distribution to the Company Holders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholders’ Representative’s Expenses actually incurred. A decision, act, consent or instruction of the Stockholders’ Representative shallRepresentative, for all purposes hereunderincluding an amendment, extension or waiver of this Agreement pursuant to Sections 9.4 or 9.5 hereof, shall constitute a decision, act, consent or instruction of all of the Stockholders decision of the Company Holders and shall be final, binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify Company Holders. (c) Certain Company Holders (the “Advisory Group”) have concurrently herewith entered into a letter agreement with the Stockholders’ Representative and hold him harmless against any loss, liability, or expense incurred without gross negligence or bad faith on regarding direction to be provided by the part of Advisory Group to the Stockholders’ Representative Representative. The Advisory Group shall incur no liability to any Company Holder while acting in good faith and arising out of or in connection with the acceptance or administration of his their duties hereunder(it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith).

Stockholders’ Representative. Roivant Sciences Ltd.Upon receipt of the Company Stockholders Approval, is hereby Z▇▇▇▇▇▇ ▇▇▇▇▇ shall have been appointed by the Stockholders as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (ai) to give and receive notices and communications to Purchaser for any purpose under this Agreement and the Additional Agreements, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 11.1 or other disputes arising under or related to this Agreement, (ciii) to enter into and deliver the Escrow Agreement on behalf of each of the Stockholders, (iv) to authorize or object to delivery to the Stockholders of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger and (dvi) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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. Notwithstanding anything in this Section 14.15 to the contrary, the Stockholders’ Representative shall have no obligation or authority with respect to any indemnification claims against a Stockholder made by the Purchaser under Section 11.2.

Stockholders’ Representative. Roivant Sciences Ltd., is (a) The Stockholders’ Representative hereby appointed accepts the appointment as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) ” pursuant to give and receive notices and communications to Purchaser for any purpose under this Agreement effective on the date hereof, in accordance with the terms set forth in this Section 5.15. The appointment of the Stockholders’ Representative shall be binding upon the Stockholders and the Additional Agreementstheir respective heirs, executors, successors and permitted assigns. (b) Solely with respect to agree toeach specific instance in this Agreement referencing the Stockholders’ Representative, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) the Stockholders’ Representative is authorized to act on behalf of Stockholders each Stockholder in accordance with the provisions of the Agreementeach such Stockholder’s name, the securities described herein place and stead, in any other document and all capacities, and to do and perform every act and thing required or instrument executed permitted to be done by such Stockholder in connection with the Agreement therewith, as fully to all intents and the Share Exchange and (d) to take all actions necessary purposes as such Stockholder might or appropriate could do in the judgment of person. For clarity, the Stockholders’ Representative for shall not, and is not authorized to, take any action with respect to a Stockholder in any instance hereunder not specifically referencing the accomplishment of the foregoing; provided that for (a)Stockholders’ Representative including, (b)without limitation, with respect to Article VII or Section 10.5. (c) and The Stockholders’ Representative can be removed by the Stockholders for any or no reason, but only by delivery to Purchaser of a written instrument signed by all Stockholders (dor their respective heirs, executors or successors-in-interest) as applied to HanAll Biopharma Co., Ltd at least ten (“HanAll”), only with respect to 10) days in advance of the matters or as set forth in Schedule 13.15effective date of such removal. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking may resign for any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to reason or no reason at any time upon no less than twenty at least ten (2010) days prior written notice to the Purchaser, provided, however, that . (d) If the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of is dissolved, voluntarily or involuntarily, then a replacement Stockholders’ Representative may shall be filled designated by approval unanimous written consent of the holders Stockholders (or their respective heirs, executors or successors-in-interest) and such replacement Stockholders’ Representative shall notify Purchaser in writing of at least 51% of all such designation promptly upon such designation, and any such replacement Stockholders’ Representative will have the full power and authority of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change Stockholders’ Representative hereunder. (e) The signature of the Stockholders’ Representative shall not be effective until written notice is delivered deemed to Purchaser. No bond be the signature of all or any Stockholders, and the Stockholders shall be required bound by the terms of any documents and agreements executed and delivered by the Stockholders’ Representative on their behalf as though they were actual signatories thereto. (f) Purchaser is entitled to deal exclusively with the Stockholders’ Representative on all authorized matters (as set forth in Section 5.15(b)) relating to the Stockholders. With respect to such matters, (i) Purchaser and all other Persons shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Stockholders’ Representative as having been taken upon the authority of the Stockholders’ Representative, and (ii) any action by the Stockholders’ Representative shall be conclusively deemed to be the action of the Stockholders, and Purchaser shall not receive have any compensation liability or responsibility to any Stockholder for his services. Notices or communications any action taken in reliance thereon , (iii) Purchaser may rely entirely on its dealings with, and notices to or from and from, the Stockholders’ Representative shall constitute notice to satisfy any obligations Purchaser might have to any Stockholder with respect to such matters, and (iv) Stockholders jointly and severally agree to pay, and to indemnify and hold harmless Purchaser and its directors, shareholders, officers, employees, agents, Affiliates, successors and assigns from and against any and all Losses that they may suffer or from sustain as a result of any claim by any Person that an action taken by the Stockholders’ Representative on behalf of the Stockholders with respect to such matters is not binding on, or enforceable against, the Stockholders. The Stockholders’ Representative shall Purchaser will not be liable for have any act done liability or omitted hereunder while acting in good faith and in obligation arising out of the exercise of reasonable business judgment. A decision, act, consent acts or instruction omissions of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of any disputes between or among the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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 hereunderRepresentative.

Stockholders’ Representative. Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “The Stockholders’ Representative”) for each StockholderRepresentative is a corporation duly organized, (a) validly existing and in good standing under the Laws of the State of Delaware. The Company has made available to give Parent complete and receive notices correct copies of the certificate of incorporation and communications by-laws of the Stockholders’ Representative as currently in effect. All of the issued and outstanding capital stock of the Stockholders’ Representative is, as of the date of this Agreement, directly or indirectly owned by the Company. The Stockholders’ Representative has all requisite corporate power and authority and has taken all corporate action necessary in order to Purchaser for any purpose execute, deliver and perform its obligations under this Agreement and the Additional AgreementsCVR Agreement. This Agreement has been, (b) to agree toand the CVR Agreement will be, negotiateduly executed and delivered by the Stockholders' Representative and constitutes, enter into settlements or will constitute, valid and compromises binding agreements of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreementthe Stockholders' Representative, (c) to act on behalf of Stockholders enforceable against it in accordance with their respective terms, subject to the provisions Bankruptcy and Equity Exception. Except for filings and notices (A) under the HSR Act, (B) under the Communications Act, including any FCC Rules, and (C) under any applicable state public utility Laws and rules, regulations and orders of any state PUCs or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses, no notices, reports or other filings are required to be made by the AgreementStockholders’ Representative with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the securities described herein and Stockholders’ Representative from, any other document or instrument executed Governmental Entity in connection with the execution, delivery and performance of this Agreement or the CVR Agreement. The execution, delivery and performance of this Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of CVR Agreement by the Stockholders’ Representative for do not, and will not, constitute or result in (x) a breach or violation of, or a default under, the accomplishment certificate of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters incorporation or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an asby-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required laws of the Stockholders’ Representative, and or (y) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the Stockholders’ Representative shall not receive creation or acceleration of any compensation for his services. Notices obligations under or communications to or from the Stockholders’ Representative shall constitute notice to or from creation of an Encumbrance on any of 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 assets of the Stockholders’ Representative shallpursuant to, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, any Contract binding and conclusive upon each of the Stockholders. The Stockholders shall severally indemnify the Stockholders’ Representative and hold him harmless against or any loss, liability, or expense incurred without gross negligence or bad faith on the part of Laws to which the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunderis subject.

Stockholders’ Representative. Roivant Sciences Ltd.Ni, Zhou Min is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (ai) to give and receive notices and communications to or by Parent and Purchaser for any purpose under this Agreement and the Additional Agreements, (bii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 11.1 Article XI or other disputes arising under or related to this Agreement, (ciii) to enter into and deliver the Escrow Agreement on behalf of each of the Stockholders, (iv) to authorize or object to delivery to Parent, Purchaser and the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent, Purchaser and the Surviving Corporation in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange Merger and (dvi) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the PurchaserPurchaser and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for his 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 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The 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. Notwithstanding anything in this Section 14.15 to the contrary, the Stockholders’ Representative (in his capacity as such) shall have no obligation or authority with respect to any indemnification claims against a Stockholder made by a Purchaser Indemnitee under Section 11.1.