Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (a) GenerallyAt the Closing, Shareholder Representative Services LLC shall be constituted and appointed as the Stockholders’ Representative. By executing For purposes of this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇ (the "term “Stockholders' ’ Representative") to serve as, and ” shall mean the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each the Company Stockholders to perform all actions required or permitted by the terms of this Agreement, including without limitation to: (i) give and receive notices and communications to or from Parent (on behalf of itself of any other Parent Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such Stockholder notice or communication shall be given or received by such stockholders individually); (ii) authorize deliveries to Parent of assets from the Holdback Shares in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.08; (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to (x) any dispute related proposed settlement of any claims or agree to any amendment to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (ivvi) take all actions necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any person under any circumstance. The person serving as the Stockholders’ Representative may be replaced from time to time by the holders of a majority in interest of the foregoingassets then on deposit in the Holdback Shares upon not less than ten days’ prior written notice to Parent and the Stockholders’ Representative. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall receive no compensation for his services other than pursuant to the terms of that certain Stockholder Representative Agreement, dated on or about the date hereof, by and among Shareholder Representative Services LLC, the Company and certain of the Company Stockholders. The Stockholders' ’ Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection permitted to communicate with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them Stockholders, including in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeelectronic form.

Stockholders’ Representative. (a) Generally. By executing this Agreement6.01 The Stockholders, and each Stockholder designates ▇▇▇of them, hereby appoint ▇▇▇▇ ▇▇▇▇▇ (the "Stockholders' Representative") as their agent to serve as(i) execute and deliver this Escrow Agreement on behalf of the Stockholders and to represent, and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent act for and on behalf of, and bind each of each such Stockholder with respect to (x) any dispute related the Stockholders in the performance of all of their obligations arising from or relating to this Escrow Agreement, and including, without limitation (ya) the taking execution and delivery of any document, certificate or agreement required under this Escrow Agreement to be delivered by the Stockholders' Representative ; (b) the negotiation and settlement of any claims of Allegro in respect of the Escrowed Property and all actions for indemnification pursuant to Section 11 of the Reorganization Agreement and the making of any decisions required or permitted objection to be taken by such claims; and (c) the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative representation of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand Stockholders at any arbitration of, arbitrate, comply with or litigation in respect of the orders of courts and awards of arbitrators with respect to any such disputesforegoing; (ii) give and receive notices and communications, receive service of processprocess under or pursuant to this Escrow Agreement; and (iii) to represent, organize act for, and bind each of the Stockholders in the performance of all of their obligations arising from or assume the defense of claims related to this Escrow Agreement and the indemnification provisions of Section 11 of the Reorganization Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or . The Stockholders' Representative hereby accepts such appointment. 6.02 In the event that the Stockholders' Representative related shall die, become incapacitated, resign or otherwise by unable to this Agreement; and (iv) take all actions necessary in fulfill his duties hereunder, a successor Stockholders' Representative shall be selected by the judgment Stockholders receiving a majority of the Escrowed Property as soon as reasonably practicable thereafter. If the Stockholders desire to remove or replace the Stockholders' Representative for the accomplishment of any of the foregoing. The reason, any such Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement may be so removed or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed replaced by the Stockholders' Representative in connection with any dispute arising under or related Stockholders entitled to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part receive a majority of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable StockholderEscrowed Property. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction decision of all the Stockholders and shall be final, bindingconclusive and binding upon the Stockholders, and conclusive upon each such Stockholder. The Company Allegro and the Buyer Escrow Agent may rely upon any written such decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇ (the "Stockholders' Representative") to serve as), and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of , shall have the power to take any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative Stockholders pursuant to this Agreement or any Stockholder under this the Escrow Agreement, including the exercise by the Stockholders' Representative of including, without limitation, the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service to enter into and perform the Escrow Agreement, to make claims for indemnification against AvantGo, to authorize delivery to AvantGo of process, organize AvantGo Stock or assume the defense other property from Escrow in satisfaction of claims related by AvantGo, to this Agreementobject to such deliveries, to agree to, to negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related such claims, and to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary or appropriate in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Effective upon the approval of this Agreement by the Stockholders, the Stockholders individually shall have no power or authority to take any actions against AvantGo or otherwise pursuant to this Agreement or the Escrow Agreement, and all actions of the Stockholders, whether pursuant to this Agreement or the Escrow Agreement, must be taken solely by the Stockholders' Representative. In the event of the death or written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative will of, or refusal to act as Stockholders' Representative by, ▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇, the Stockholders hereby appoint ▇▇▇▇ ▇▇▇- ▇▇▇▇▇▇ to serve as the successor Stockholders' Representative hereunder. In the event of the death or written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative of, or refusal to act as Stockholders' Representative by, ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇, the holders of a majority of the shares of AvantGo Stock constituting the Escrow Fund shall serve as the Stockholders' Representative hereunder. (b) AvantGo shall have authority and power to and shall act on behalf no liability of any kind to any Stockholder with respect to the disposition, settlement as a result of or other handling arising out of any dispute and any other rights action taken or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions not taken and all documents executed by the Stockholders' Representative in connection with at any dispute arising time under this Agreement or related to this Agreement. Each the Escrow Agreement and each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to hereby releases AvantGo from any such Stockholder in the absence liability. AvantGo may conclusively rely, without any obligation of willful misconduct investigation or fraud inquiry of any kind, on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred action taken by the Stockholders' Representative as having been fully authorized and approved by reason of it taking any all necessary action or omitting to take any action pursuant to this Agreement other than Losses incurred by each Stockholder (except such Stockholders, if any, as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any have perfected their dissenter rights under applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativelaw).

Stockholders’ Representative. (a) Generally. By executing this In order to administer efficiently (i) the implementation of the Agreement by the Stockholders, (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 the Agreement, each Stockholder designates the Stockholders hereby designate ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as their representative (the "Stockholders' Representative"). (b) to serve as, and The Stockholders hereby authorize the Stockholders' Representative accepts such designation as, (i) to take all action necessary in connection with the representative implementation of each such Stockholder and as the attorney-in-fact and agent for and Agreement on behalf of each such Stockholder with respect 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, (xii) to give and receive all notices required to be given under the Agreement and (iii) to take any dispute related and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement. (c) In the event that the Stockholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall fill such vacancy and shall be deemed to be the Stockholders' Representative for all purposes of this Agreement; however, no change in the Stockholders' Representative shall be effective until Buyer is given notice of it by the Stockholders. (yd) the taking 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. (e) By their execution of this Agreement, the Stockholders agree that: (i) Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any and all actions and the making of any decisions required or permitted to be taken by the Stockholders or the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any Stockholder under this Agreementcause of action against the Stockholders' Representative for any action taken, including the exercise decision made or instruction given by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to under this Agreement, agree to, negotiate, except for fraud or enter into settlements and compromises of, and demand arbitration and comply with orders willful breach of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed Agreement by the Stockholders' Representative in connection Representative; (iii) remedies available at law for any breach of the provisions of this Section 1.4 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 1.4; and (iv) the provisions of this Section 1.4 are independent and severable, shall constitute an irrevocable power of attorney, coupled with any dispute arising under or related an interest and surviving death, granted by the Stockholders to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and shall be binding upon the Stockholders agree to indemnify executors, heirs, legal representatives and hold the Stockholders' Representative harmless against any successors of each Stockholder. (f) All fees and all Losses including reasonable attorneys' fees expenses incurred by the Stockholders' Representative shall be paid by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing and delivering this Agreement, each Stockholder designates ▇hereby irrevocably constitutes and appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as his true and lawful agent and attorney-in-fact (the "Stockholders' Representative") with full power of substitution to serve asact in his name, place and ▇▇▇▇▇ with respect to all transactions contemplated by, and all terms and provisions of, this Agreement, and to act on his behalf in any dispute or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders' Representative accepts such designation asshall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, in all events in the Stockholders' Representative's sole and absolute discretion, including, without limitation, the representative power: (i) to waive any condition to the obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement; (ii) to act for each such Stockholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any claim on behalf of any Stockholder and as the attorney-in-fact to transact matters of litigation; (iii) to execute and agent for deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each such Stockholder in connection with respect the consummation of the transactions contemplated by this Agreement; (iv) to (x) do or refrain from doing any dispute related further act or deed on behalf of each Stockholder relating to the subject matter of this Agreement, as fully and completely as each such Stockholder could do if personally present; and (yv) the taking by to receive all notices on behalf of each Stockholder in connection with any claims or matters under this Agreement. (b) The appointment of the Stockholders' Representative in this Section 1.04 shall be deemed coupled with an interest and shall be irrevocable, and Buyer and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders' Representative on behalf of the Stockholders in all matters referred to herein. All notices delivered by Buyer to the Stockholders' Representative (whether pursuant hereto or otherwise) for the benefit of the Stockholders shall constitute notice to the Stockholders. (c) All actions, decisions and instructions of the Stockholders' Representative taken, made or given pursuant to the authority granted to the Stockholders' Representative pursuant to paragraph (a) above shall be conclusive and binding upon the Stockholders, and the Stockholders shall not have the right to object, dissent, protest or otherwise contest the same. (d) The provisions of this Section 1.12 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest surviving death or disability of any Stockholder, granted by each of the Stockholders to the Stockholders' Representative and all shall be binding upon the executors, heirs, legal representatives, successors and assigns of each of the Stockholders. (e) Buyer shall be entitled to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder Stockholders or the Stockholders' Representative related to this Agreement; hereunder, and (iv) take all actions necessary in the judgment no party hereunder shall have any cause of the Stockholders' Representative action against Buyer for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action taken in good faith by Buyer in reliance upon the instructions or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction decisions of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or in the event that ▇▇▇▇▇▇ (the "Stockholders' Representative") ▇▇▇▇▇▇▇▇▇▇ is unable or unwilling to serve asserve, and ▇▇▇▇ ▇▇▇▇▇▇▇▇ to be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting its name and on his or its behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingor by operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing The Stockholders, by signing this Agreement, each Stockholder designates designate ▇▇▇▇ ▇▇▇▇▇ or, in the event that ▇▇▇▇ ▇▇▇▇▇ is unable or unwilling to serve, ▇▇▇▇▇ ▇▇▇▇▇ (the "Stockholders' Representative") to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder USFloral shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 9 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder or by operation of law, binding, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇▇, or, in the "Stockholders' Representative") event that ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ is unable or unwilling to serve asserve, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ to be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Parent shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇ ▇. ▇▇▇▇▇▇ or, in the event that he is unable or unwilling to serve, now or in the future, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Stockholders' Representative") , to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements Clarant and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of either Stockholder, bindingby operation of law, and conclusive upon each such Stockholder. The Company and whether by the Buyer may rely upon any written decision, act, consent death or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (or, in the "Stockholders' Representative") event that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is unable or unwilling to serve asserve, and now or in the future, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, to be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements Clarant and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of either Stockholder, bindingby operation of law, and conclusive upon each such Stockholder. The Company and whether by the Buyer may rely upon any written decision, act, consent death or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each Stockholder by signing this Agreement, each Stockholder Agreement designates Rich▇▇▇ ▇▇▇▇▇▇ ▇▇, in the event that Rich▇▇▇ (the "Stockholders' Representative") ▇. ▇▇▇▇▇▇ ▇▇ unable or unwilling to serve asserve, and Will▇▇▇ ▇▇▇▇, ▇▇ be the Stockholders' Representative accepts such designation asfor purposes of this Agreement. If Will▇▇▇ ▇▇▇▇ ▇▇ unable or unwilling to serve, the representative Stockholders who held a majority of each the Shares prior to Closing shall designate a Stockholders' Representative. By his or her execution of this agreement, such Stockholder covenants and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking agrees that he or she shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Purchaser shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent whether by death or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇ ▇▇▇▇▇▇ or, in the event that ▇▇▇▇▇ ▇▇▇▇▇▇ is unable or unwilling to serve, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Stockholders' Representative") to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (or, in the "Stockholders' Representative") event that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is unable or unwilling to serve asserve, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each Stockholder, by signing this Agreement, each Stockholder designates H. ▇▇▇ ▇▇▇▇▇▇▇▇ or, in the event that H. ▇▇▇ ▇▇▇▇▇▇▇▇ is unable or unwilling to serve, designates ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Stockholders' Representative") to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Buyer shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 8 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of the Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or, in the "Stockholders' Representative") event that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is unable or unwilling to serve asserve, and designates ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, to be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Buyer shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 8 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder or by operation of law, binding, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇ ▇▇▇▇▇ or, in the event that ▇▇▇▇ ▇▇▇▇▇ is unable or unwilling to serve, ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Stockholders' Representative") to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each Stockholder, by signing this Agreement, each Stockholder designates ▇▇▇▇▇ ▇. ▇▇▇▇▇ or, in the event that ▇▇▇▇▇ ▇. ▇▇▇▇▇ is unable or unwilling to serve, now or in the future, ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Stockholders' Representative") ▇▇▇▇▇, to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements Clarant and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of either Stockholder, bindingby operation of law, and conclusive upon each such Stockholder. The Company and whether by the Buyer may rely upon any written decision, act, consent death or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇ ▇. ▇▇▇▇ or, in the event that ▇▇▇▇▇ ▇. ▇▇▇▇ is unable or unwilling to serve, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Stockholders' Representative") to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingor by operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Each Stockholder designates hereby constitutes and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇, ▇▇. as the Stockholders’ representative (the "“Stockholders' ’ Representative"”) to serve as, as his or her true and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the lawful attorney-in-fact (i) to give and agent for receive all notices and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions communications required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power (ii) to agree to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, (iii) to negotiate, or agree and enter into settlements any amendments to this Agreement as per Section 7.2 of this Agreement, (iv) to select and compromises ofcommunicate to the Company the designees to serve on the Board as provided for in Section 2.1 hereof, and demand arbitration and comply with orders (v) to communicate to the Company any elections of courts and awards of arbitrators the Stockholders with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the registration rights provided for in Article 5 hereof. The Stockholders' ’ Representative related to this Agreement; and (iv) may take all actions necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power , each Stockholder agreeing to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be fully bound by all actions taken the acts, decisions and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part agreements of the Stockholders' ’ Representative taken and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action done pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representativeauthority herein granted. Notices or and communications to or from the Stockholders' ’ Representative shall constitute notice to or from each of the Stockholders. In the event that ▇▇. ▇▇▇▇▇ dies or becomes incapacitated, the Stockholders shall promptly select an alternate person to serve as the Stockholders’ Representative and shall promptly notify the Company of such selection. The Company may rely upon any applicable Stockholder. Any such decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' ’ Representative as being the decision, act, consent or instruction of each of and every Stockholderall of the Stockholders. Each Stockholder The Company is hereby releases the Buyer and the Company relieved from any liability to any Person for any acts done by either of them in accordance with any written such decision, act, consent or instruction of the Stockholders' ’ Representative.

Stockholders’ Representative. (a) Generally. By executing Each Stockholder, by signing this Agreement, each Stockholder designates Stan Pippin or, in the event that Stan Pippin is unable ▇▇ ▇▇▇▇▇▇▇ng to serve, designates ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Stockholders' Representative") ▇er, to serve as, and be the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this p▇▇▇▇▇▇▇ ▇▇ ▇▇▇s Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Buyer shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to the Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 8 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder or by operation of law, binding, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing this AgreementAt the Effective Time, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇▇ (shall be constituted and appointed as the "Stockholders' Stockholders Representative") to serve as. Each Indemnifying Stockholder, by virtue of his approval of this Agreement, and by virtue of the Stockholders' approval of this Agreement by the Required Vote, shall be deemed to have appointed and constituted the Stockholders Representative accepts such designation as, the representative of each such Stockholder as their agent and as the true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. The Stockholders Representative shall be the exclusive agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power Stockholders to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service communications to or from Parent (on behalf of process, organize itself or assume any other Indemnified Person) and/or the defense of claims related Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) provide endorsements for transfer of, and authorize deliveries to Parent of, Parent Common Stock, cash or other property from the Escrow Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to and defend against such claims by Parent; (iv) consent or agree to, negotiate, or enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreementto, such claims; and (ivv) take all actions necessary or appropriate in the judgment of the Stockholders' Stockholders Representative for the accomplishment of the foregoing, 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 foregoing. The Stockholders' Representative will above and no Stockholder of the Company shall have authority and power any right to and shall act on its own behalf of any Stockholder with respect to any such matters, other than any claim or dispute against the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this AgreementStockholders Representative. Each Stockholder No bond shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part required of the Stockholders' Representative Stockholders Representative, and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representativeshall receive no compensation for his services. Notices or communications to or from the Stockholders' Stockholders Representative shall constitute notice to or from any applicable each Stockholder. Any decision, act, consent or instruction of the Stockholders' . (b) The Stockholders Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall not be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon liable to any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts act done by either of them or omitted hereunder as the Stockholders Representative while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Stockholder shall severally indemnify the Stockholders Representative and hold him harmless against any written decisionloss, act, consent liability or instruction expense incurred without gross negligence or bad faith on the part of the Stockholders' RepresentativeStockholders Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇ (In accordance with Section 6.1 of the "Stockholders' Representative") to serve as, ---------------------------- Support Agreement and in accordance with the terms of the Share Exchange Offer and the Stockholders' Representative accepts such designation asrelated Form of Acceptance and Authority, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including on their behalf. (a) O2DIESEL and the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Escrow Agent shall be bound by all actions taken and all documents entitled to rely upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to the Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. (b) The Stockholders' Representative has been appointed and constitutes the true and lawful attorney-in-fact of each Stockholder, with full power in his/her/its name and on his/her/its behalf to act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing . (c) Notwithstanding the functions specified in this Agreementforegoing, the Stockholders' Representative will not shall inform each Stockholder of all notices received, and of all actions, decisions, notices and exercises of any rights, power or authority proposed to be liable to any done, given or taken by such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and act as directed by the Buyer may rely upon any written decision, act, consent or instruction of Stockholders holding a majority interest in the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' RepresentativeEscrow Property.

Stockholders’ Representative. (a) Generally. By executing virtue of the approval and adoption of this AgreementAgreement by the requisite consent of the Company Stockholders, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇ (of the "Stockholders' Representative") Company Equityholders shall be deemed to serve as, have agreed to appoint Shareholder Representative Services LLC as its exclusive agent and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent (the “Stockholders’ Representative”) for and on behalf of each such Stockholder with respect the Company Equityholders to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize to authorize payment to any Indemnified Party from the Escrow Fund or assume the defense WC Escrow Fund in satisfaction of claims related by any Indemnified Party, to this Agreementobject to such payments, to agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related 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 by any such Company Equityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Equityholder, in each case relating to this Agreement; (iii) receive any funds due any Stockholder Agreement or the Stockholders' Representative related Merger, and to this Agreement; and (iv) take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing. The , the Stockholders' ’ Representative will shall have authority and power no obligation to and shall act on behalf of the 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 Stockholder ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Such agency may be changed by the Company Equityholders with respect the right to a majority in interest of the Escrow Fund from time to time. Notwithstanding the foregoing, the Stockholders’ Representative may resign at any time by providing written notice of intent to resign to the dispositionCompany Equityholders, settlement which resignation shall be effective upon the earlier of (A) twenty (20) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative. No bond shall be required of the Stockholders’ Representative. (b) Neither the Stockholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Stockholders’ Representative Group”), shall be liable to any Company Equityholder for any act done or omitted hereunder, under the Escrow Agreement, under any Stockholders’ Representative engagement agreement , or any agreement ancillary to this Agreement which 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 handling of any dispute 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 other rights action taken by the Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. The Company Equityholders will indemnify, defend and hold harmless the Stockholders’ Representative Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative Group’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative Group, the Stockholders’ Representative will reimburse the Company Equityholders 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 Group by the Company Equityholders Group, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the Representative Reimbursement Amount, and (ii) the amounts in the Escrow Funds at such time as remaining amounts would otherwise be distributable to the Company Equityholders; provided, that while this section allows the Stockholders’ Representative Group to be paid from the aforementioned sources of funds, this does not relieve the Company Equityholders 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 Group be required to advance its own funds on behalf of the Company Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations arising of the Company Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative Group under this Section. The foregoing indemnities will survive the Closing, the resignation or related to removal of the Stockholders’ Representative or the termination of this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by The Company Equityholders acknowledge that the Stockholders' ’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in connection with the exercise or performance of any dispute arising under of its powers, rights, duties or related privileges or pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Stockholders' ’ Representative will shall not be liable required to take any such Stockholder in the absence of willful misconduct or fraud on the part of action unless the Stockholders' ’ Representative and the Stockholders agree has been provided with funds, security or indemnities which, in its determination, are sufficient to indemnify and hold protect the Stockholders' ’ Representative harmless against any the costs, expenses and all Losses including reasonable attorneys' fees 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 Closing Date Allocation Schedule, (ii) rely upon any signature reasonably believed by reason of it taking any action or omitting to take any action pursuant be genuine, and (iii) reasonably assume that a signatory has proper authorization to this Agreement other than Losses incurred as a result of willful misconduct or fraud sign on the part behalf of the Stockholders' Representativeapplicable Company Equityholder or other party. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any A decision, act, consent or instruction of the Stockholders' ’ Representative under this Agreement or the Escrow Agreement shall constitute a decision, act, consent or instruction decision of all Stockholders the Company Equityholders and shall be final, binding, binding and conclusive upon each the Company Equityholders and such StockholderCompany Equityholder’s successors as if expressly confirmed and ratified in writing by such Company Equityholder. The powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Equityholder and shall be binding on any successor thereto, and (ii) shall survive the Buyer may rely upon delivery of an assignment by any written decisionCompany Equityholder of the whole or any fraction of his, acther or its interest in the Escrow Fund. Notwithstanding anything in this Agreement to the contrary, consent following Closing, the Stockholders’ Representative shall be permitted to disclose information as required by law or instruction to employees, advisors, agents or consultants of the Stockholders' ’ Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and to the Company from any liability for any acts done by either of them Equityholders, in accordance each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with any written decision, act, consent or instruction of the Stockholders' Representativerespect thereto.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (or, in the "Stockholders' Representative") event that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is unable or unwilling to serve asserve, and now or in the future, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to be the Stockholders' Representative accepts such designation as, the representative for purposes of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking . The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements Clarant and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of either Stockholder, bindingby operation of law, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent whether by death or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing voting in favor of the adoption of this Agreement, each Stockholder designates ▇▇▇▇▇▇▇ ▇▇▇▇ (the "Stockholders' Representative") to serve asapproval of the principal terms of the Merger, and the Stockholders' 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 Stockholder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative accepts such designation as, the representative of each such Stockholder and Services LLC as the representative, agent and attorney-in-fact and agent for and on behalf of each such Company Stockholder for all purposes in connection with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions Agreement and the making of any decisions required or permitted to be taken by agreements ancillary hereto, in each case following the Stockholders' Representative or any Stockholder under this AgreementClosing, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume to authorize payment to any Parent Indemnitee from the defense Escrow Fund in satisfaction of claims related by any Parent Indemnitee, to this Agreementobject to such payments, to agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrations with respect to, any other claim by any Parent Indemnitee against any Company Stockholder or by any such Company Stockholder against any Parent Indemnitee or any dispute between any Parent Indemnitee and any such Company Stockholder, in each case relating to this Agreement; (iii) receive any funds due any Stockholder Agreement or the Stockholders' Representative related transactions contemplated hereby, and to this Agreement; and (iv) take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing or (ii) permitted by the terms of this Agreement or the agreements ancillary hereto. If the Stockholders’ Representative shall resign or be removed by the Company Stockholders, the Company Stockholders shall (by consent of those Persons holding at least a majority of the foregoingoutstanding shares of Company Common Stock immediately prior to the Effective Time), within ten (10) days after such resignation or removal, appoint a successor to the Stockholders’ Representative. Any such successor shall succeed the former Stockholders’ Representative as the Stockholders’ Representative hereunder. (b) The Stockholders' ’ Representative will have authority and power to and shall act on behalf incur no liability of any Stockholder kind with respect to the disposition, settlement any action or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed omission by the Stockholders' ’ Representative in connection with any dispute arising under or related its services pursuant to this Agreement. Each Stockholder acknowledges Agreement and agrees that the agreements ancillary hereto, except in performing the functions specified in this Agreement, event of liability directly resulting from the Stockholders' Representative ’ Representative’s gross negligence or willful misconduct. The Company Stockholders will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of indemnify, defend and hold harmless the Stockholders' ’ Representative from and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Company Stockholders 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 Stockholders, any such Representative Losses including reasonable attorneys' fees incurred may be recovered by the Stockholders' ’ Representative by reason from (i) the Aggregate Stockholders’ Representative Expense Amount and (ii) the amount of cash in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Stockholders; provided, that while this section allows the Stockholders’ Representative to be paid from the Aggregate Stockholders’ Representative Expense Amount and the cash portion of the Escrow Fund, this does not relieve the Company Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it taking prevent the Stockholders’ Representative from seeking any action remedies available to it at law or omitting otherwise. In no event will the Stockholders’ Representative be required to take any action pursuant to advance its own funds on behalf of the Company Stockholders or otherwise. Any restrictions or limitations on liability or indemnity of the Company Stockholders set forth elsewhere in this Agreement other than Losses incurred as a result of willful misconduct are not intended to be applicable to the indemnities provided to the Stockholders’ Representative in this paragraph. The foregoing indemnities will survive the Closing, the resignation or fraud on the part removal of the Stockholders' Representative. Notices ’ Representative or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction termination of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativethis Agreement.

Stockholders’ Representative. (a) Generally. By executing The Stockholders, by signing this Agreement, each Stockholder designates designate Leslie Lees Jamison, or, in the event that Leslie Lees Jamison is un▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ serve, Henry D. Jami▇▇▇ (the "Stockholders' Representative") to serve as, and the ▇▇ ▇▇ ▇▇ ▇▇e Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking p▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇eement. The Stockholders shall be bound by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder RIGINC shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' RepresentativeStockholders'Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholder hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeother event.