Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. E*TRADE shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ' Agent for and on behalf of the Closing shareholders of the Company Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Parent of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash Parent Shares from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonParent, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent This agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror all of the Company shareholders and to Parent. No bond shall be required of the Shareholders' Agent, and the Person serving as Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders’ Agent; provided, however, that ' Agent shall constitute notice to or from each of the Company shareholders. (b) The Shareholders' Agent is hereby expressly authorized to take any person serving as and all actions in accordance with the direction of a majority of interest of the Company shareholders. The Shareholders’ ' Agent shall not be an employee liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of Acquiror reasonable judgment, and any act done or omitted pursuant to the advice of counsel or at the direction of a majority in interest of the Company shareholders shall be conclusive evidence of such good faith. The Company shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any subsidiary thereofloss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties. (c) The Shareholders' Agent shall serve without compensation but shall be reimbursed from the Escrow Fund for all out of pocket expenses reasonably incurred, including expenses for lawyers and accountants employed on behalf of the Company shareholders' interests in the Escrow Fund. The Shareholders’ ' Agent may cause the Escrow Agent, at his request, to exchange shares of Parent Shares held, with Parent, for cash for each reimbursement. Parent shall have deliver such cash at a per share price equal to the right price of such shares at the close of market on the next trading day preceding such exchange. In no event shall the Shareholders' Agent be entitled to resign upon giving ten days’ prior incur expenses reimbursable by the Escrow Fund in excess of $500,000 without first obtaining the written notice to Acquiror, and a new Person shall be appointed by consent of the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At By virtue of the Closingapproval of this Agreement by the Shareholders, VenGrowth Private Equity Partners Inc. and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as agent and attorney-in-fact (the Shareholders’ "Shareholder's Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders Shareholders, with full power of substitution, to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications to or from Acquiror (on behalf under Section 6 of itself of any other 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 notice or communication shall be given or received by such shareholders individually)Agreement; (ii) enter into this Agreement, the General authorize delivery to Purchaser of Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund Shares in satisfaction of claims asserted for indemnification made by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims)Purchaser under this Agreement; (iii) object to such claims pursuant to Section 9.6, for indemnification made by Purchaser under this Agreement; and (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the good faith judgment of the Shareholders’ Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, in each case without having to seek may be delegated by the Shareholder's Agent and shall survive the death or obtain the consent incapacity or assignment of any Person under interest herein of any circumstanceShareholder. The Person serving as identity of the Shareholders’ Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be replaced appointed, from time to time by (including in the holders of a majority in interest event of the cash then on deposit death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to AcquirorShares exceed 50%, and a new Person any such successor shall be appointed by succeed the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Shareholder's Agent or (B) the date the Shareholders’ as Shareholder's Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundhereunder. No bond shall be required of the Shareholders’ Shareholder's Agent, and the Shareholders’ Shareholder's Agent shall receive no compensation for his servicesservices in such capacity. (b) The Shareholder's Agent shall not be liable for any Liability, loss, damage, penalty, fine, cost or expense incurred other than in the case of fraud by the Shareholder's Agent while acting in good faith and in the exercise of his reasonable judgment and arising out of or in connection with the acceptance or administration of his duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of lack of fraud). The Escrow Shares shall be available to indemnify and hold the Shareholder's Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Shareholder's Agent other than in the case of fraud on the part of the Shareholder's Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. The Shareholder's Agent shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Shareholder's Agent in connection with actions taken by the Shareholder's Agent pursuant to the terms of this Agreement or the Escrow Shares (including the hiring of legal counsel and the incurring of legal fees and costs) from Escrow Shares (and interest accrued thereunder), without the requirement of any consent or approval by Purchaser. (c) From and after the Closing Date, a decision, act, consent or instruction of the Shareholder's Agent shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each Shareholder, and Purchaser may rely upon any decision, act, consent or instruction of the Shareholder's Agent as being the decision, act, consent or instruction of each Shareholder. Purchaser is hereby relieved from any liability to any Person for any acts done by Shareholder's Agent and any acts done by Purchaser in accordance with any such decision, act, Consent or instruction of the Shareholder's Agent.

Shareholders' Agent. (a) At Prior to the Closingdelivery of the Information Statement to the shareholders of the Company, VenGrowth Private Equity Partners Inc. Parent and the Company shall be constituted and appointed mutually agree on a Person who shall act as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for the shareholders of the Company and the Eligible Employees in connection with the transactions contemplated by this Agreement (the "Shareholders' Agent"). The Eligible Shareholders and the Indemnitors (by virtue of the approval of the principal terms of the Merger) and the Eligible Employees (by virtue of their acceptance of Parent's offer of employment) irrevocably appoint the Shareholders' Agent as their agent, in the case of the Eligible Shareholders for purposes of Section 1.8, and in the case of the Indemnitors and the Eligible Employees for purposes of Section 9, and the Company shall cause the Shareholders' Agent to accept such appointment. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 1.8 and 9, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Eligible Shareholder or Indemnitor, as the case may be, by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Eligible Shareholder or Indemnitor, as the case may be, by the Shareholders' Agent, as fully binding upon such Eligible Shareholder or Indemnitor. By virtue of the approval of the principal terms of the Merger, the Eligible Shareholders and the Indemnitors grant to the Shareholders' Agent full authority to execute, deliver, acknowledge, certify and file on behalf of the Closing Company Eligible Shareholders to: and Indemnitors (in the name of any or all of the Eligible Shareholders, the Indemnitors or otherwise) any and all documents that the Shareholders' Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Shareholders' Agent may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by Section 10.1(a). The Eligible Shareholders and Indemnitors recognize and intend that the power of attorney granted in Section 10.1(a): (i) give is coupled with an interest and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually)is irrevocable; (ii) enter into this Agreement, may be delegated by the General Escrow Agreement Shareholders' Agent; and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object shall survive the death or incapacity of each of the Eligible Shareholders and Indemnitors. If the Shareholders' Agent shall die, become disabled or otherwise be unable to such claims pursuant to Section 9.6, (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 fulfill his responsibilities hereunder, including with respect the Eligible Shareholders and Indemnitors shall, by consent of (i) the Eligible Shareholders that held at least a majority of the shares of Company Common Stock immediately prior to any proposed settlement of any claims or agree to any amendment to this Agreementthe Effective Time, and (viii) take all actions necessary or appropriate in the judgment Indemnitors that held at least a majority of the shares of Company Capital Stock immediately prior to the Effective Time (calculated on an as-converted-to-common stock basis) within ten days after such death or disability, appoint a successor to the Shareholders’ ' Agent for the accomplishment and immediately thereafter notify Parent of the foregoing, in each case without having to seek or obtain the consent identity of any Person under any circumstancesuch successor. The Person serving as Any such successor shall succeed the Shareholders’ ' Agent may be replaced from time as Shareholders' Agent hereunder. By virtue of the approval of the principal terms of the Merger, each Indemnitor agrees to time indemnify and hold harmless the Shareholders' Agent against any and all liabilities, losses, damages, claims, costs or expenses incurred by the holders of a majority Shareholders' Agent in interest of the cash then on deposit in carrying out his duties under this Agreement and under the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his servicesAgreement.

Shareholders' Agent. (a) At 9.1 By virtue of the Closingapproval of the principal terms of the Merger by the requisite vote of the shareholders of the Company, VenGrowth Private Equity Partners Inc. the Company Shareholders shall be constituted deemed to have approved the indemnification, compensation, reimbursement and appointed escrow terms set forth in the Merger Agreement (including in Section 9 thereof) and this Agreement and hereby irrevocably appoint ▇▇▇▇▇ ▇▇▇▇ as the Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for with full authority to execute, deliver, acknowledge, certify and file on behalf of the Closing Company Shareholders to: (iin the name of any or all of the Company Shareholders or otherwise) any and all documents that the Shareholders' Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Shareholders' Agent may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by the Merger Agreement and this Agreement and to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons Parent of cash or other property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonFund, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, demand dispute resolution pursuant to Section 3 and comply with orders of courts and awards of arbitrator(s) with respect to, such claims; (v) provide any consents claims of Indemnitees hereunder, including with respect and to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the reasonable judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to this Agreement, in each case and shall be entitled to rely conclusively (without having to seek or obtain the consent further evidence of any Person under kind whatsoever) on any circumstance. The Person serving as document executed or purported to be executed on behalf of any Company Shareholder by the Shareholders’ Agent may ' Agent, and on any other action taken or purported to be replaced from time to time taken on behalf of any Company Shareholder by the holders of Shareholders' Agent, as fully binding upon such Company Shareholder. 9.2 The Company Shareholders may, by a writing signed by the Company Shareholders who hold a majority in interest of the cash then on deposit in Escrow Fund, replace the Shareholders' Agent for any reason and appoint a replacement (who shall be reasonably satisfactory to Parent). Parent and the Escrow Fund upon not less than ten days’ prior Agent shall be notified promptly in writing of such removal and appointment. Unless and until the Escrow Agent and Parent shall have received written notice to Acquiror of the removal of the Shareholders' Agent and the Person serving as appointment of a successor Shareholders' Agent, the Escrow Agent and Parent shall be entitled to rely on, and shall be fully protected relying on, the power and authority of the Shareholders’ ' Agent to act on behalf of the Company Shareholders. Any such successor shall become a "Shareholders' Agent; provided, however, that any person serving as " for purposes of this Agreement and of the Merger Agreement. 9.3 If the Shareholders’ ' Agent shall not die, become disabled or otherwise be an employee unable or unwilling to fulfill his responsibilities hereunder, the Company Shareholders shall, by consent of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of Company Shareholders who had a majority in interest of the cash then Escrow Fund immediately prior to the Effective Time, within ten days after such death or disability, appoint a successor to the Shareholders' Agent and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. Unless and until Parent and the Escrow Agent shall have received written notice of the appointment of a successor Shareholders' Agent, Parent and the Escrow Agent shall be entitled to rely on, and shall be fully protected relying on, the power and authority of the Shareholders' Agent to act on deposit behalf of the Company Shareholders. Any such successor shall become a "Shareholders' Agent" for purposes of this Agreement and of the Merger Agreement. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Company Shareholders. 9.4 By virtue of the approval of the principal terms of the Merger, each Company Shareholder agrees to indemnify and hold harmless the Shareholders' Agent against any and all liabilities, losses, damages, claims, costs or expenses incurred by the Shareholders' Agent in carrying out his duties under this Agreement and under the Escrow Agreement. Subject to the prior right of any Indemnitee to make claims for Damages, if any portion of the Escrow Fund remains available to the Company Shareholders upon the Termination Date, prior to the release of such Escrow Fund to the Company Shareholders, each Company Shareholder agrees that the Shareholders' Agent shall be entitled to receive up to $100,000 out of the Escrow Fund, subject as reasonably determined by the Shareholders' Agent, to satisfy the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation obligation of the prior Shareholders’ Agent or (B) the date Company Shareholders to indemnify the Shareholders’ ' Agent is appointed by under this Section 9.4. Notwithstanding the holders of a majority in interest foregoing, the Shareholders' Agent shall not be limited to such portion of the cash then on deposit in the Escrow Fund. No bond shall be required of Fund to satisfy such indemnification obligations, and, at the Shareholders’ ' Agent's election, and the Shareholders’ ' Agent shall receive no compensation for his servicesmay seek cash from the Company Shareholders in satisfaction of any such indemnification obligations.

Shareholders' Agent. (a) At The Shareholders will be represented under the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as Merger Agreements by the Shareholders’ ' Agent. For purposes By voting for the Merger and/or accepting any of the Merger Consideration, each of the Shareholders, and by execution and delivery of this Agreement, CMB, irrevocably constitutes and appoints the term “Shareholders’ Agent” shall mean Shareholder's Agent as the true and lawful agent for and on behalf attorney-in-fact of the Closing Company Shareholders to: (i) give to act on their behalf as provided in this Agreement, including, without limitation, to take any action deemed by it necessary or appropriate to carry out the provisions of, and receive notices to determine the rights of the Shareholders under, any of the Merger Agreements. The Shareholders' Agent is so designated as the sole and communications exclusive agent of the Shareholders for all purposes related to or from Acquiror (on behalf any of itself of any other Indemnified Person) relating to this Agreement the Merger Agreements or any of the transactions Transactions, including, without limitation, (i) service of process upon any of the Shareholders, (ii) receipt of all notices on behalf of any of the Shareholders and other matters contemplated hereby or thereby (except iii) representation of any of the Shareholders with respect to the extent that Merger or any litigation, arbitration or other transaction contemplated by any of the Merger Agreements, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which any Shareholder may be obligated to indemnify any Indemnitee pursuant to Section 6 of this Agreement expressly contemplates or which may be brought against any Shareholder to enforce such indemnity, and the Shareholders may act, and by voting for the Merger and/or accepting any of the Merger Consideration, each of the Shareholders agrees that it will act, only through the Shareholder's Agent. (b) Upon the Closing and thereafter, the Surviving Corporation will be entitled to rely on the Shareholders' Agent's authority as the agent of the Shareholders for all purposes under or in connection with any of the Merger Agreements or any of the Transactions and will have no liability for any such notice reliance. (c) The Shareholders may not revoke the authority of the Shareholders' Agent unless the Shareholders' Agent notifies Core at least 60 days in advance of such revocation and appoints a new Shareholders' Agent to serve in its place. (d) By voting for the Merger and/or accepting any of the Merger Consideration, each Shareholder hereby ratifies and confirms, and hereby agrees to ratify and confirm, any action taken by the Shareholders' Agent in the exercise of the power-of-attorney granted to the Shareholders' Agent pursuant to this Section 9.1, which power-of-attorney is irrevocable and will survive the death, incapacity or communication shall incompetence of such Shareholders. (e) The Shareholders' Agent (i) will not be given liable to any of the Shareholders for any action taken in accordance with the written consent of the Shareholders who, prior to the Merger, owned a majority of the shares of the CMB Capital Stock, or received for any error of judgment, act done or omitted by such shareholders individually)it in good faith or mistake of fact or law unless caused by its own gross negligence or willful misconduct; (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries will be entitled to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted treat as genuine any letter or other document furnished by Acquiror (on behalf of itself Core or any other Indemnified Person, including Shareholder to be genuine and to have been signed and presented by not objecting to such claims)the proper party or parties; and (iii) object to such claims pursuant to Section 9.6, will be reimbursed by the Shareholders for counsel fees and other out-of-pocket expenses incurred by it in connection with any of the Merger Agreements. (ivf) The Shareholders' Agent may be removed by a majority vote or consent of the Shareholders on the basis of the CMB Capital Stock. In the event of the death 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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment removal of the Shareholders’ ' Agent, a new Shareholders' Agent for the accomplishment will be elected by a majority vote or consent of the foregoing, in each case without having to seek or obtain Shareholders on the consent basis of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereofCMB Capital Stock. The Shareholders’ ' Agent shall have will promptly inform Core in writing upon the right to resign upon giving ten days’ prior written notice to Acquiror, and election of a new Person shall Shareholders' Agent. If at any time there will not be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ ' Agent or (B) the date the Shareholders will fail to appoint a Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and then either the Surviving Corporation or a Shareholder may have a court of competent jurisdiction appoint a Shareholders’ Agent shall receive no compensation for his services' Agent.

Shareholders' Agent. (a) At the ClosingEach Shareholder, VenGrowth Private Equity Partners Inc. shall be constituted on behalf of such Shareholder and appointed as its successors, heirs and permitted assigns, hereby irrevocably appoints the Shareholders’ Agent. For purposes Agent as such Shareholder’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, in such Shareholders’s name, place and stead, for any action required to be taken by such Shareholder in this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders including to: (i) give settle the adjustments to the Cash Consideration pursuant to Section 1.4; (ii) negotiate, execute and receive notices deliver all amendments, modifications and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating waivers 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims)Transaction Documents; (iii) object take all actions on behalf of the Shareholders in connection with any claims or disputes with respect to such claims pursuant to Section 9.6, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby; (iv) consent negotiate or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises ofof any claim for indemnification pursuant to and in accordance with Article IX hereof, but only to the extent the liability of each Shareholder in respect thereof is several and comply with orders not joint based on their pro rata ownership of courts with respect to, such claims; the Company immediately prior to the Closing (vprovided that this clause (iv) provide any consents hereunder, including shall not apply with respect to any proposed settlement claim made directly against a Shareholder rather than against all of any claims or agree to any amendment to this Agreement, the Shareholders); and (viv) take all actions necessary and sign all documents necessary, convenient or appropriate in advisable to accomplish any of the judgment foregoing. (b) The appointment of the Shareholders’ Agent as the attorney-in-fact for the accomplishment Shareholders as set forth in this Section 9.5 and all authority hereby conferred are granted and conferred in consideration of the foregoinginterest of the Shareholder, in each case without having to seek or obtain the consent is therefore coupled with an interest and is and will be irrevocable and will neither be terminated nor otherwise affected by any act of any Person under Shareholder or by operation of law, whether by the death, dissolution, liquidation, incapacity or incompetence of such Shareholder or by the occurrence of any circumstanceother event. The Person serving as If, after the execution of this Agreement, any Shareholder dies, dissolves or liquidates or becomes incapacitated or incompetent, the Shareholders’ Agent may is nevertheless authorized, empowered and directed to act in accordance with this Section 9.5 as if that death, dissolution, liquidation, incapacity or incompetency had not occurred and regardless of notice thereof. In the event that Spree Eternity GmbH ceases to be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent for any reason, each Shareholder agrees that Spree Eternity GmbH is solely authorized to irrevocably constitute and appoint a replacement Shareholders’ Agent; provided. (c) Except for fraud and willful misconduct, howeverthe Shareholders’ Agent shall have no liability in such capacity for any default under this Agreement. (d) In dealing with this Agreement and any other Transaction Document, that and in exercising or failing to exercise all or any person serving as of the powers conferred upon the Shareholders’ Agent hereunder, the Shareholders’ Agent shall not be an employee assume any, and shall incur no, responsibility or liability whatsoever to any Shareholder by reason of Acquiror any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any subsidiary thereofother Transaction Document, except to the extent arising from fraud or willful misconduct. Each Shareholder, severally in accordance with its pro rata ownership of the Company as of immediately prior to the Closing, agrees to indemnify the Shareholders’ Agent, and its successors, assigns, Representatives and Affiliates (collectively, the “Shareholders’ Agent Parties”) and to hold the Shareholders’ Agent Parties harmless from and against and pay any and all losses or expenses incurred by the Shareholders’ Agent and arising out of or in connection with the duties as Shareholders’ Agent, including the reasonable costs and expenses incurred by the Shareholders’ Agent in defending against any claim or liability in connection with this Agreement or any other Transaction Document. (e) Acquirer and Holdco shall be entitled to rely (without investigation) on and have no liability to any Shareholder or any other Person for, any action taken by the Shareholders’ Agent as being taken by the Shareholders’ Agent for it and on behalf of each of the Shareholders, and fully authorized by each Shareholder. Each Shareholder hereby agrees that for any Legal Proceedings arising under this Agreement or any other agreement entered into in connection with this Agreement, such Shareholder may be served legal process by registered mail to the address set forth in Section 10.2 for the Shareholders’ Agent and that service in such manner shall be adequate, and such Shareholder shall not assert any defense or claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. The Shareholders’ Agent shall have promptly provide the right to resign upon giving ten days’ prior written Shareholders with notice to Acquiror, and a new Person of any such service of legal process. (f) The Expense Fund shall be appointed by used for the holders purposes of a majority in interest of the cash then on deposit in the Escrow Fundpaying directly, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date reimbursing the Shareholders’ Agent is appointed by for, any third party expenses pursuant to this Agreement and any Transaction Documents. The Shareholders shall not receive any interest or earnings on the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, Expense Fund and irrevocably transfer and assign to the Shareholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Agent shall receive no compensation not be liable for his servicesany loss of principal of the Expense Fund other than as a result of its fraud or willful misconduct. The Shareholders’ Agent shall hold these funds separate from its corporate or personal funds, shall not use these funds for its operating or personal expenses or any other corporate or personal purposes and shall not voluntarily make these funds available to its creditors in the event of bankruptcy. For income tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders at the time of Closing.

Shareholders' Agent. (a) At the ClosingR▇▇▇▇▇ ▇. ▇▇▇▇, VenGrowth Private Equity Partners Inc. shall be ▇▇. is constituted and appointed as agent (the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ”) for and on behalf of the Closing Company Preferred Shareholders to: (i) and Principal Shareholders to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to portion of the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash Amount from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund Company Stock from time to time upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten (10) days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no reasonable compensation for services, fees and expenses incurred in good faith arising out of or in connection with the acceptance or administration of his servicesduties under this Agreement or the Escrow Agreement, such compensation, fees and expenses shall be deducted from the Escrow Fund. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Company Preferred Shareholders and the Principal Shareholders. If the Shareholders’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Company Preferred Shareholders and the Principal Shareholders, then Company Preferred Shareholders and the Principal Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Acquiror of the identity of such successor. Any such successor shall become the “Shareholders’ Agent” for purposes of this Agreement and the Escrow Agreement. If for any reason there is no Shareholders’ Agent at any time, all references herein to the Shareholders’ Agent shall be deemed to refer to the Principal Shareholders. (b) The Shareholders’ Agent shall not be liable for any act done or omitted hereunder as Shareholders’ Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Preferred Shareholders and Principal Shareholders shall jointly and severally indemnify the Shareholders’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement or the Escrow Agreement. (c) The Shareholders’ Agent shall have reasonable access to information about Company and Acquiror and the reasonable assistance of Company’s and Acquiror’s officers and employees for purposes of performing its duties and exercising its rights under this Article 8, provided that the Shareholders’ Agent shall treat confidentially and not disclose any nonpublic information from or about Company or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇ ▇▇▇▇ shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) Target shareholders to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Acquiror Common Stock or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (Acquiror, to object to such deliveries to make claims on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims the Target shareholders pursuant to Section 9.6, (iv) consent or to agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ ' prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from Shareholders' Agent shall constitute notice to or from each of the Target shareholders. (b) Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and without gross negligence and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target shareholders shall severally indemnify Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) Shareholders' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) The Parties acknowledge that the Shareholders' Agent may have a conflict of interest with respect to his duties as Shareholders' Agent and as an employee of Acquiror, and in such regard the Shareholders' Agent has informed the Parties that he will act in the best interests of Target shareholders.

Shareholders' Agent. (a) At the ClosingThe Shareholders, VenGrowth Private Equity Partners Inc. shall be constituted and appointed pursuant to this Agreement, hereby appoint ▇▇▇▇ ▇▇▇▇▇▇ as the Shareholders’ Agent. For purposes of this Agreement, who shall be the term “Shareholders’ Agent” representative and attorney-in-fact for each Shareholder. The Shareholders’ Agent shall mean have the agent authority to act for and on behalf of each of the Closing Company Shareholders to: (i) Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications communications, waivers and consents under this Agreement, to or from Acquiror (act on behalf of itself of the Shareholders with respect to any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into arising under this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and to authorize deliveries delivery to the Indemnified Persons Purchaser of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any and other Indemnified Personproperty, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts with respect toand awards on behalf of courts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, . In addition to and in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest furtherance of the cash then on deposit in foregoing, the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign (i) employ accountants, attorneys and other professionals on behalf of the Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders’ Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders’ Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon giving ten days’ not less than thirty (30) days prior written notice to Acquirorthe Purchaser; provided, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundhowever, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date that the Shareholders’ Agent is appointed may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in the position of the Shareholders’ Agent may be filled by the holders of approval by those Shareholders who hold or held a majority in interest of the cash then on deposit in Shares prior to the Escrow FundClosing. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not receive no compensation for its services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement. (b) The Shareholders’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholders’ Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Shareholders’ Agent based on such advice and the Shareholders’ Agent shall not be liable to anyone. The Shareholders’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Shareholders’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders’ Agent determined by him to be reasonably necessary to carry out the purposes of his servicesobligations. The Shareholders shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Shareholders’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Shareholder hereby agrees to reimburse the Shareholders’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Shareholders’ Agent in pursuing a dispute pursuant to Section 1.5 of this Agreement. (c) A decision, act, consent or instruction of the Shareholders’ Agent shall constitute a decision, act, consent or instruction from all of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders. The Purchaser may rely upon any such decision, act, consent or instruction of the Shareholders’ Agent as being the decision, act, consent or instruction of every such Shareholder. The Purchaser is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholders’ Agent. In furtherance of the foregoing, any reference to a power of the Shareholders under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Shareholders’ Agent.

Shareholders' Agent. (a) At Each Senior Preferred Shareholder of the ClosingCompany, VenGrowth Private Equity Partners Inc. by acceptance of its portion of the Merger Consideration, shall be constituted deemed to have designated and irrevocably appointed ▇▇▇▇▇▇ ▇▇▇▇▇ as their agent for purposes of Section 9 and the Escrow Agreement, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby accepts his appointment as the Shareholders’ ' Agent. For purposes of this Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9 and the Escrow Agreement, the term “Shareholders’ Agent” and shall mean the agent for and be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Senior Preferred Shareholder by the Closing Company Shareholders to: (i) give Shareholders' Agent, and receive notices and communications on any other action taken or purported to or from Acquiror (be taken on behalf of itself any Senior Preferred Shareholder by the Shareholders' Agent, as fully binding upon such Senior Preferred Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Senior Preferred Shareholders, then a majority-in-interest of the Senior Preferred Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 9 and this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Senior Preferred Shareholders. (b) The other Indemnified Person) relating parties hereto are and will be entitled and authorized to give notices only to the Shareholders' Agent for any notice contemplated by this Agreement to be given to the Senior Preferred Shareholders. The Shareholders' Agent shall not be liable for any act done or any of the transactions and other matters contemplated hereby or thereby (omitted hereunder as Shareholders' Agent except to the extent that this Agreement expressly contemplates that he or she has acted with gross negligence or willful misconduct, and any such notice act done or communication omitted pursuant to the advice of counsel shall be given conclusive evidence that he or received by such shareholders individually); she did not act with gross negligence or willful misconduct. The Senior Preferred Shareholders shall severally indemnify the Shareholders' Agent and hold him or her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the duties hereunder. (iic) enter into this Agreement, The Shareholders' Agent and his or her representatives shall have reasonable access to information of the General Escrow Agreement Surviving Corporation and the Separate Escrow Agreement reasonable assistance of the Surviving Corporation's officers and authorize deliveries employees for purposes of performing his or her duties and exercising his or her rights hereunder, provided, that the Shareholders' Agent shall (1) treat confidentially and not disclose any nonpublic information from or about the Company and/or the Surviving Corporation to anyone other than disclosures of such information to Persons who agree to be bound by the Indemnified Persons nondisclosure and nonuse obligations imposed on the Shareholders' Agent hereunder and who have a need to know such information for purposes of cash from assisting the Shareholders' Agent in the performance of his or her duties hereunder, and (2) not use such confidential information for any purpose other than the performance by the Shareholders' Agent of his or her duties hereunder. (d) By the acceptance of its portion of the Merger Consideration, each Senior Shareholder shall be deemed to have agreed that the reasonable and customary fees and expenses incurred by the Shareholders' Agent in the exercise of his right or the performance of his duties hereunder (including reasonable attorneys' fees and expenses and the fees and expenses of accountants and other experts) shall be borne by the Senior Preferred Shareholder based on their pro rata portion of the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises ofShares, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including each Senior Preferred Shareholder agrees to promptly reimburse the Shareholders' Agent with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his servicesamounts.

Shareholders' Agent. 4.1 The undersigned hereby constitutes and appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇ as agent (a"Shareholders' Agent") At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) undersigned to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Parent of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of Parent Common Stock and/or cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (Parent, to object to such deliveries, to make claims on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims the Company Shareholders pursuant to Section 9.68.6 of the Reorganization Agreement, (iv) consent or to agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in majority-in-interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundParent. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from the undersigned. 4.2 The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The undersigned shall indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties under the Reorganization Agreement, as the same may be modified, amended or supplemented. 4.3 The Shareholders' Agent may rely on and shall be protected in relying on or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Shareholders' Agent shall not be liable for other parties' forgeries, fraud or false representations. 4.4 Shareholder hereby agrees to reimburse Shareholders' Agent the undersigned's pro-rata share of any out-of-pocket fees and expenses incurred by the Shareholders' Agent which exceed the Expense Fund (as defined in the Escrow Agreement).

Shareholders' Agent. (a) At the ClosingThe Shareholders, VenGrowth Private Equity Partners Inc. shall be constituted and appointed pursuant to this Agreement, hereby appoint R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Shareholders’ Agent. For purposes of this Agreement, who shall be the term “Shareholders’ Agent” representative and attorney-in-fact for each Shareholder. The Shareholders’ Agent shall mean have the agent authority to act for and on behalf of each of the Closing Company Shareholders to: (i) Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications communications, waivers and consents under this Agreement, to or from Acquiror (act on behalf of itself of the Shareholders with respect to any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into arising under this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and to authorize deliveries delivery to the Indemnified Persons Purchaser of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any and other Indemnified Personproperty, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts with respect toand awards on behalf of courts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, . In addition to and in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest furtherance of the cash then on deposit in foregoing, the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign (i) employ accountants, attorneys and other professionals on behalf of the Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders’ Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders’ Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon giving ten days’ not less than thirty (30) days prior written notice to Acquirorthe Purchaser; provided, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundhowever, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date that the Shareholders’ Agent is appointed may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in the position of the Shareholders’ Agent may be filled by the holders of approval by those Shareholders who hold or held a majority in interest of the cash then on deposit in Shares prior to the Escrow FundClosing. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not receive no compensation for its services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement. (b) The Shareholders’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholders’ Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Shareholders’ Agent based on such advice and the Shareholders’ Agent shall not be liable to anyone. The Shareholders’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Shareholders’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders’ Agent determined by him to be reasonably necessary to carry out the purposes of his servicesobligations. The Shareholders shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Shareholders’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Shareholder hereby agrees to reimburse the Shareholders’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Shareholders’ Agent in pursuing a dispute pursuant to this Agreement. (c) A decision, act, consent or instruction of the Shareholders’ Agent shall constitute a decision, act, consent or instruction from all of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders. The Purchaser may rely upon any such decision, act, consent or instruction of the Shareholders’ Agent as being the decision, act, consent or instruction of every such Shareholder. The Purchaser is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholders’ Agent. In furtherance of the foregoing, any reference to a power of the Shareholders under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Shareholders’ Agent.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted Each Shareholder hereby authorizes and appointed as appoints the Shareholders’ Agent. For purposes ' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, the term “Shareholders’ Agent” shall mean the agent for including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and on behalf of the Closing Company Shareholders to: (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) give and receive notices and communications any claims which any Shareholder may assert, or have the right to assert, against PentaStar or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement the Acquiror, or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreementany claims which PentaStar or the Acquiror may assert, or have the General Escrow Agreement right to assert, against any Shareholder. The Shareholders' Agent hereby accepts such authorization and appointment. Upon the receipt of written evidence satisfactory to PentaStar to the effect that the Shareholders' Agent has been substituted as agent of the Shareholders by reason of his death, disability or resignation, PentaStar and the Separate Escrow Agreement and authorize deliveries Acquiror shall be entitled to rely on such substituted agent to the Indemnified Persons of cash from same extent as they were theretofore entitled to rely upon the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts Shareholders' Agent with respect to, such claims; (v) provide any consents hereunder, including to the matters covered by this Section 9.14. No Shareholder shall act with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for matters which are the accomplishment subject of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as this Agreement except through the Shareholders’ ' Agent. Each Shareholder acknowledges and agrees that PentaStar or the Acquiror may deal exclusively with the Shareholders' Agent may be replaced from time in respect of such matters, that the enforceability of this Section 9.14 is material to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror PentaStar and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, that PentaStar and the Shareholders’ Agent shall receive no compensation for his servicesAcquiror have relied upon the enforceability of this Section 9.14 in entering into this Agreement.

Shareholders' Agent. (a) At By the Closing, VenGrowth Private Equity Partners Inc. shall be constituted execution and appointed as the Shareholders’ Agent. For purposes delivery of this Agreement, each Shareholder irrevocably constitutes and appoints ▇▇▇▇▇ ▇▇▇ of Finers Solicitors of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or such of his partners in Finers as he may nominate (the term “"Shareholders’ ' Agent” shall mean ") as such Shareholder's true and lawful attorney-in-fact, with full powers of substitution to act in such Shareholder's name, place and stead with respect to the agent for subject matter of this Agreement, as amended, and on behalf all matters related thereto. Purchaser and each Company, as the case may be, and all third parties may conclusively and absolutely rely, without inquiry, upon the action of the Closing Company Shareholders' Agent as the act of the Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf in connection with the subject matter of itself this Agreement. Notice of any other Indemnified Person) relating to this Agreement or any change in the identity of the transactions Shareholders' Agent shall be given to Purchaser over the signature of each Shareholder, and Purchaser shall not be required to recognize the resignation or replacement of the Shareholders' Agent until such notice is received by Purchaser. Each Shareholder ratifies and confirms all that the Shareholders' Agent shall do or cause to be done by virtue of his appointment as the Shareholders' Agent hereunder. Purchaser and each Shareholder acknowledges and agrees that, so long as he acts in his own best judgment, the Shareholder's Agent shall not incur Liability, other matters contemplated hereby or thereby (except than the Liability he incurs as a Shareholder hereunder, by agreeing to act and acting as the Shareholders' Agent. Each Shareholder agrees to indemnify and hold harmless the Shareholders' Agent from and against all Losses to the extent that this Agreement expressly contemplates that any such notice arising out of or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement incident to his agreeing to act and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 acting as the Shareholders’ ' Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his serviceshereunder.

Shareholders' Agent. (a) At the ClosingShareholder hereby irrevocably appoints ▇▇▇▇ ▇▇▇▇▇ as his, VenGrowth Private Equity Partners Inc. shall be constituted her or its agent and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf purposes of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) all matters relating to this Agreement or any of and the transactions Escrow Agreement (the "Shareholders' Agent"), and other matters contemplated ▇▇▇▇ ▇▇▇▇▇ hereby or thereby (except to accepts his appointment as the extent that this Agreement expressly contemplates that any such notice or communication Shareholders' Agent. Parent shall be given or received by such shareholders individually); (ii) enter into entitled to deal exclusively with the Shareholders' Agent on all matters relating to this Agreement, the General Escrow Agreement and the Separate Escrow Agreement Agreement, and authorize deliveries shall be entitled to the Indemnified Persons rely conclusively (without further evidence of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (any kind whatsoever) on any document executed or purported to be executed on behalf of itself or Shareholder by the Shareholders' Agent, and on any other Indemnified Personaction taken or purported to be taken on behalf of Shareholder by the Shareholders' Agent, including by not objecting as fully binding upon Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment fulfill his responsibilities as agent of the Shareholders’ Agent for , then the accomplishment former shareholders of Company holding a majority of the foregoingshares of Parent Common Stock issued in the Merger under Merger Agreement shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in each case without having to seek or obtain the consent of any Person under any circumstanceaccordance with this Section 4. The Person Shareholders' Agent shall be reimbursed by the Shareholders for his reasonable out-of-pocket expenses incurred in connection with serving as the Shareholders’ ' Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in under this Agreement and the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Agreement. Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ ' Agent shall not be an employee liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of Acquiror or any subsidiary thereofreasonable judgment. The Shareholders’ Agent shall have the right Shareholders on whose behalf Holdback Shares were contributed to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAccount shall severally indemnify Shareholders' Agent and hold Shareholders' Agent harmless against any loss, subject to liability or expense incurred without gross negligence, bad faith or willful misconduct on the limitation hereinabove, such appointment to be effective part of Shareholders' Agent and arising out of or in connection with the later acceptance or administration of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in ' Agent's duties hereunder and under the Escrow Fund. No bond shall be required Agreement, including the reasonable fees and expenses of the any legal counsel retained by Shareholders’ ' Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At The Selling Shareholders irrevocably appoint G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the ”) as their agent and attorney in fact for and purposes of acting on behalf of the Closing Company Selling Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters as contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries Shareholders’ Agent hereby accepts such appointment. Purchaser shall be entitled to deal exclusively with the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (Shareholders’ Agent on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment all matters relating to this Agreement, and shall be entitled to rely conclusively (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent further evidence of any Person under kind whatsoever) on any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror document executed or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment purported to be effective the later executed on behalf of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed any Selling Shareholder by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and on any other action taken or purported to be taken on behalf of any Selling Shareholder by the Shareholders’ Agent, as fully binding upon such Selling Shareholder. (b) The Selling Shareholders grant to the Shareholders’ Agent full authority to execute, deliver, acknowledge, certify and file on behalf of the Selling Shareholders (in the name of any or all of the Selling Shareholders or otherwise) any and all documents and take any actions that the Shareholders’ Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, and, in the case of any document, in such forms and containing such provisions as the Shareholders’ Agent may, in his sole discretion, determine to be appropriate, in performing his duties under this Agreement. (c) The Selling Shareholders recognize and intend that the power of attorney granted in this Section: (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Shareholders’ Agent; and (iii) shall survive the death or incapacity of each of the Selling Shareholders. (d) If the Shareholders’ Agent shall receive no compensation die, resign, become disabled or otherwise be unable to fulfill his responsibilities hereunder, B▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be the successor Shareholders’ Agent. If B▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall die, resign, become disabled or otherwise be unable to fulfill his responsibilities hereunder, the Selling Shareholders (or their successors in interest) shall, by consent of the Selling Shareholders (or their successors in interest) that held at least a majority of the Shares on the date of this Agreement, within ten days after such death or disability, appoint a successor to the Shareholders’ Agent and immediately thereafter notify Purchaser of the identity of such successor. The Selling Shareholders (or their successors in interest) may, by consent of the Selling Shareholders (or their successors in interest) that held at least a majority of the Shares on the date of this Agreement, replace the Shareholders’ Agent for his servicesany reason and appoint a replacement (who shall be reasonably satisfactory to Purchaser) and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders’ Agent as Shareholders’ Agent hereunder.

Shareholders' Agent. Shareholders do hereby irrevocably constitute and appoint ▇▇▇▇▇ as their agent and attorney-in-fact, on their behalf and on behalf of each of them, (a) At to perform all acts which, by the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes provisions of this Agreement, are to be performed after the term “date hereof, (b) to execute and give, and to receive, all Notices required or permitted hereunder, (c) to contest, compromise and to otherwise deal with any and all set-offs, claims and proceedings hereunder, (d) to participate as a Shareholders’ Agent” shall mean ' Indemnified Party or as an Indemnitee in the agent mediation and arbitration procedures provided for in Section 12 and (e) generally, to act for and on behalf of Shareholders and each of them in all matters connected with any claim for Losses by the Closing Company Loraca Indemnified Person with the same force and effect as though such act had been taken by them, or any one of them, personally. Shareholders to: (i) give agree that the foregoing appointment and receive notices power are coupled with an interest and communications every party acting hereunder or under any other instrument executed or delivered in connection with the contemplated transactions shall be entitled to rely on any action taken or from Acquiror (omitted by Shareholders' Agent on behalf of itself Shareholders. Shareholders do hereby appoint ▇▇▇▇▇▇ and ▇▇▇▇▇▇ who, along with the Shareholders's Agent, shall constitute a committee ("Committee"). The Committee shall direct the Shareholder's Agent in the performance of any other Indemnified Person) relating to this Agreement or any his duties hereunder by a majority vote of its members. Notwithstanding the appointment of the transactions Committee and other matters contemplated hereby or thereby (except its directions to the extent that this Agreement expressly contemplates that any such notice or communication Shareholders' Agent, the Shareholders' Agent shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and exclusive representative of the Separate Escrow Agreement and authorize deliveries Shareholders with reference to the Indemnified Persons of cash from the Escrow Fund matters set forth in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to this Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements 11 and compromises ofSection 12, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect his actions shall be binding on Shareholders and Loraca shall have no duty to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of ascertain if the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ ' Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for properly carrying out his servicesobligations hereunder.

Shareholders' Agent. (a) At Effective upon the ClosingEffective Time, VenGrowth Private Equity Partners Inc. by virtue of the approval and adoption of this Agreement by the requisite vote of the Company Shareholders, each Company Shareholder shall be constituted and appointed as deemed to have agreed to appoint the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the ' Agent as a true and lawful attorney-in-fact and agent for and on behalf of the Closing Company Shareholders to: (i) to give and receive notices and communications and to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement claims arising out of any claims or agree to any amendment to this Agreement, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent to fulfill the interests and purposes of this Agreement and 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in former holders of the Escrow Fund Company Common Stock from time to time upon not less than ten days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundPubCo. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his such person's services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company Shareholder. (b) Each Company Shareholder grants unto the Shareholders' Agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, as fully for all intents and purposes as said Company Shareholder might or could do in person, hereby ratifying and confirming all that the Shareholders' Agent may lawfully do or cause to be done by virtue hereof. EACH COMPANY SHAREHOLDER ACKNOWLEDGES THAT IT IS HIS, HER OR ITS EXPRESS INTENTION TO HEREBY GRANT A DURABLE POWER OF ATTORNEY UNTO THE SHAREHOLDERS' AGENT AND THAT THIS DURABLE POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT INCAPACITY OF SUCH COMPANY SHAREHOLDER EXCEPT AS PROVIDED UNDER CALIFORNIA LAW. Each Company Shareholder further acknowledges and agrees that any delivery by the Shareholders' Agent of any waiver, amendment, agreement, opinion, release of claims, certificate, consent, notice, election or other documents executed by the Shareholders' Agent pursuant to this Section 7.1, such Company Shareholder shall be bound by such documents as fully as if such Company Shareholder had executed and delivered such documents (c) The Shareholders' Agent shall not be liable to any Company Shareholder for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, even though such act or omission may constitute negligence on the part of such Shareholders' Agent, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholders' Agent and hold the Shareholders' Agent harmless against any loss, liability or expense incurred without bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder. (d) The Shareholders' Agent may engage attorneys, accountants and other professionals and experts. The Shareholders' Agent may in good faith rely conclusively upon information, reports, statements, and opinions prepared or presented by such professionals, and any action taken by the Shareholders' Agent based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. (e) The Shareholders' Agent shall have reasonable access to information about the Company and PubCo and the reasonable assistance of the Company's and PubCo's officers and employees for purposes of performing such person's duties and exercising such person's rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Company or Pubco to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At The Company and the Closing, VenGrowth Private Equity Partners Inc. shall be constituted Shareholder hereby authorize and appointed appoint the Shareholder's Agent as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the its exclusive agent for and attorney-in-fact to act on behalf of each of them with respect to all matters which are the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf subject of itself of any other Indemnified Person) relating to this Agreement or any of Other Seller Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which the transactions and other matters contemplated hereby Company or thereby (except the Shareholder may assert, or have the right to assert, against PentaStar or the extent that this Agreement expressly contemplates that any such notice Acquiror, or communication shall be given or received by such shareholders individually); (ii) enter into this Agreementany claims which PentaStar or the Acquiror may assert, or have the General Escrow Agreement right to assert, against the Company or the Shareholder. The Shareholder's Agent hereby accepts such authorization and appointment. Upon the receipt of written evidence satisfactory to PentaStar to the effect that the Shareholder's Agent has been substituted as agent of the Company and the Separate Escrow Agreement and authorize deliveries Shareholder by reason of his death, disability or resignation, PentaStar shall be entitled to rely on such substituted agent to the Indemnified Persons of cash from same extent as they were theretofore entitled to rely upon the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts Shareholder's Agent with respect to, such claims; (v) provide any consents hereunder, including to the matters covered by this Section 9.14. Neither the Company nor the Shareholder shall act with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for matters which are the accomplishment subject of this Agreement or any Other Seller Agreement except through the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstanceShareholder's Agent. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror Company and the Person serving as Shareholder acknowledge and agree that PentaStar and the Shareholders’ Agent; provided, howeverAcquiror may deal exclusively with the Shareholder's Agent in respect of such matters, that any person serving as the Shareholders’ Agent shall not be an employee enforceability of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have this Section 9.14 is material to PentaStar and the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, that PentaStar and the Shareholders’ Agent shall receive no compensation for his servicesAcquiror have relied upon the enforceability of this Section 9.14 in entering into this Agreement.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent Agent for and on behalf of the Closing shareholders of the Company Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf authorize delivery to Parent of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash Cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonParent, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the reasonable judgment of the Shareholders’ Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest all of the cash then on deposit in the Escrow Fund, subject Company shareholders and to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundParent. No bond shall be required of the Shareholders’ Agent, and . Notices or communications to or from the Shareholders’ Agent shall receive constitute notice to or from each of the Company shareholders. (b) The Shareholders’ Agent shall not be liable for any act done or omitted hereunder as Shareholders’ Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith and reasonableness. The Company shareholders shall severally and not jointly indemnify the Shareholders’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders’ Agent will serve without compensation but will be reimbursed from the Escrow Fund upon occurrence for all out of pocket expenses reasonably incurred, including expenses for lawyers, accountants and other experts employed on behalf of the Shareholders’ interests in the Escrow Fund. In no compensation for his servicesevent will the Shareholders’ Agent be entitled to incur expenses reimbursable by the Escrow Fund in excess of $200,000 without the approval of Company shareholders holding a majority of the shares of the Escrow Fund.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Former Target Shareholders to: (i) to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Acquiror Common Stock or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ ' prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject . The Shareholder's Agent may resign upon thirty (30) days notice to the limitation hereinabove, such appointment parties to be effective this Agreement and the later of (A) immediately upon resignation of the prior Former Target Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his servicesservices at the hourly rate of $150.00, and shall be reimbursed for reasonable expenses in performing his duties hereunder, to be paid by the Former Target Shareholders. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Former Target Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Former Target Shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) The Shareholders' Agent shall be entitled to a distribution from the Escrow Fund equal to any indemnity claim described in Section 8.9(b) which has not been satisfied; provided, however, that no such distribution shall be made until all claims of Acquiror set forth in any Officer's Certificate delivered to the Escrow Agent on or prior to the Termination Date have been resolved.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall Greg ▇▇▇▇▇ ▇▇▇ll be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) to act on their behalf under the Escrow Agreement, to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except authorize delivery to the extent that this Agreement expressly contemplates that any such notice Buyer of Buyer Common Stock or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash other property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Personthe Buyer, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror the Buyer, Shareholders' Agent and the Person serving as the Shareholders’ Escrow Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company Shareholder. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Surviving Corporation's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Surviving Corporation to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). The Shareholders' Agent will not be entitled to receive any compensation from Buyer or the Company Shareholders in connection with this Agreement. Any fees and expenses incurred by Shareholders' Agent in connection with actions taken pursuant to the terms of the Escrow Agreement will be paid by the Company Shareholders to the Shareholders' Agent, provided, however, that the Shareholders' Agent shall be entitled to submit a claim for reimbursement of actual reasonable expenses incurred or paid to counsel or other third parties in investigating, negotiating, arbitrating or settling any claim hereunder in an amount not to exceed $50,000, and Escrow Shares in such amount shall be paid by the Escrow Agent within 45 days of receipt, and provided, further, to the extent any Escrow Shares remain available for distribution on the final release date, such fees and expenses shall be paid out from such Escrow Fund prior to the distribution to the Company Shareholders, but only upon the written direction of Buyer and the Shareholders' Agent to be given to the Escrow Agent at least three (3) business days prior to the final release date. (d) The Buyer acknowledges that Greg ▇▇▇▇▇ ▇▇▇ have a conflict of interest with respect to his duties as Shareholders' Agent, and in such regard will act in the best interests of the Company Shareholders.

Shareholders' Agent. (a) At By virtue of the Closingapproval of this Agreement by the Company’s shareholders, VenGrowth Private Equity Partners Inc. shall and without further action of any the Company shareholder, each Company Holder will be deemed to have irrevocably constituted and appointed as the Shareholders’ Agent. For purposes Shareholder Representative Services LLC, a Colorado limited liability company (and by execution of this Agreement, the term Agreement such Person hereby accepts such appointment) solely in its capacity as agent and attorney-in-fact (“Shareholders’ Agent” shall mean the agent ”) for and on behalf of the Closing Company Shareholders Holders, with full power of substitution, to act in the name, place and stead of each Company Holder with respect to this Agreement and the Escrow Agreement and the taking by the Shareholders’ Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholders’ Agent under this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications to under this Section 9 or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually)Escrow Agreement; (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries delivery to the Indemnified Persons Purchaser of cash from the Indemnity Portion of Escrow Fund in satisfaction of claims asserted for indemnification made by Acquiror (on behalf Purchaser under this Section 9 in satisfaction of itself or any other Indemnified Person, including by not objecting amounts owed to such claims)Purchaser under Section 2.13 above; (iii) object to such claims pursuant to for indemnification made by Purchaser under this Section 9.6, 9; (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and comply with orders of courts with respect to, such claimsto claims for indemnification made by Purchaser under this Section 9; (v) provide agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, other matters described in Section 2.13; and (vi) take all actions necessary or appropriate in the good faith judgment of the Shareholders’ Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 9.3 is coupled with an interest and is irrevocable, in each case without having to seek may be delegated by the Shareholders’ Agent and will survive the death or obtain the consent incapacity of any Person under any circumstanceCompany Holder. The Person serving as identity of the Shareholders’ Agent and the terms of the agency may be changed, and a successor Shareholders’ Agent may be replaced appointed, from time to time by (including in the holders of a majority in interest event of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as death, disability, resignation or other incapacity of the Shareholders’ Agent; provided) by Company Holders whose aggregate Company Holders Percentage Interests exceed 50%, however, that and any person serving as such successor will succeed the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The as Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundunder this Agreement. No bond shall will be required of the Shareholders’ Agent. (b) The Shareholders’ Agent will not be liable for any liability, and loss, damage, penalty, fine, cost or expense incurred without gross negligence, willful misconduct or bad faith by the Shareholders’ Agent shall receive while acting in good faith and arising out of or in connection with the acceptance or administration of his duties under this Agreement (it being understood that any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith). The Company Holders will indemnify, defend and hold harmless the Shareholders’ Agent from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment (collectively, “Agent Losses”) arising out of or in connection with the Shareholders’ Agent’s execution and performance of this Agreement and the Escrow Agreement, in each case as such Agent Loss is suffered or incurred; provided, that in the event that any such Agent Loss is finally adjudicated to have been directly caused by the gross negligence, bad faith or willful misconduct of the Shareholders’ Agent, the Shareholders’ Agent will reimburse the Company Holders the amount of such indemnified Agent Loss to the extent attributable to such gross negligence, bad faith or willful misconduct. If not paid directly to the Shareholders’ Agent by the Company Holders, any such Agent Losses may be recovered by the Shareholders’ Agent from (i) the Shareholders’ Agent Expense Portion of the Escrow Fund, and (ii) the amounts in the Indemnity Portion and the Adjustment Portion of the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Holders; provided, that while this section allows the Shareholders’ Agent to be paid from the Shareholders’ Agent Expense Portion, the Indemnity Portion or the Adjustment Portion of the Escrow Fund, this does not relieve the Company Holders from their obligation to promptly pay such Agent Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Agent from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Agent be required to advance its own funds on behalf of the Company Holders or otherwise. The Company Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Shareholders’ Agent or the termination of this Agreement. The Shareholders’ Agent will be entitled to recover any out-of-pocket 40 Confidential Treatment Requested costs and expenses reasonably incurred by the Shareholders’ Agent in connection with actions taken by the Shareholders’ Agent pursuant to the terms of this Agreement and the Escrow Agreement (including the hiring of legal counsel and financial, tax or accounting advisors and the incurring of any fees and costs related thereto and any expenses related to the Independent Accounting Firm) from the Shareholders’ Agent Expense Portion of the Escrow Fund, without the requirement of any consent or approval by Purchaser. (c) The Shareholders’ Agent will be entitled to compensation for his servicesthe Shareholders’ Agent’s service in such capacity pursuant to the terms of that certain Engagement Agreement entered into in connection with this Agreement.

Shareholders' Agent. (a) At the ClosingThe Shareholders, VenGrowth Private Equity Partners Inc. shall be constituted and appointed pursuant to this Agreement, hereby appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Shareholders’ ' Agent, who shall be the Shareholders' representative and attorney-in-fact for each Shareholder. For purposes of this Agreement, The Shareholders' Agent shall have the term “Shareholders’ Agent” shall mean the agent authority to act for and on behalf of each of the Closing Company Shareholders to: (i) Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications communications, waivers and consents under this Agreement, to or from Acquiror (act on behalf of itself of the Shareholders with respect to any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into arising under this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and to authorize deliveries delivery to the Indemnified Persons Purchaser and/or Stonepath of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any and other Indemnified Personproperty, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts with respect toand awards on behalf of courts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, in each case without having the Shareholders' Agent shall have the right to seek or obtain (i) employ accountants, attorneys and other professionals on behalf of the consent Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of any Person under any circumstance. The Person serving its duties and obligations as the Shareholders’ ' Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be replaced changed by the Shareholders from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ thirty (30) days prior written notice to Acquiror and the Person serving as the Shareholders’ AgentPurchaser; provided, however, that any person serving as the Shareholders’ ' Agent shall may not be an employee removed unless all of Acquiror the Shareholders agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval by those Shareholders who hold or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of held a majority in interest of the cash then on deposit in the Escrow Fund, subject Shares prior to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundClosing. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall not receive no compensation for its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement. (b) The Shareholders' Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Shareholders' Agent based on such advice and the Shareholders' Agent shall not be liable to anyone. The Shareholders' Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Shareholders' Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders' Agent determined by him to be reasonably necessary to carry out the purposes of his servicesobligations. The Shareholders shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Shareholder hereby agrees to reimburse the Shareholders' Agent for his Pro Rata Share of any reasonable and documented costs or expenses (including attorneys' fees) incurred by the Shareholders' Agent in pursuing a dispute pursuant to Section 1.5(c) of this Agreement. (c) A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision, act, consent or instruction from all of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders. The Purchaser and Stonepath may rely upon any such decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of every such Shareholder. The Purchaser is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholders' Agent. In furtherance of the foregoing, any reference to a power of the Shareholders under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Shareholders' Agent.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. [REDACTED] shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Selling Shareholders to: (i) execute, as Shareholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated hereby; (ii) give and receive notices notices, instructions, and communications permitted or required under this Agreement, the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Selling Shareholder, to or from Acquiror (on behalf of itself of any other Indemnified Person) Natus 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 notice or communication shall be given or received by such shareholders individuallyeach Selling Shareholder individually and not by the Shareholders’ Agent); (ii) enter into this Agreementreview, the General Escrow Agreement negotiate and the Separate Escrow Agreement agree to and authorize deliveries Natus to the Indemnified Persons of reclaim cash from the Escrow Fund Cash in satisfaction of claims asserted by Acquiror Natus pursuant to this Article VIII; (iv) review, negotiate and agree on behalf of itself or any other Indemnified Person, including by not objecting the Selling Shareholders regarding the Earnout Amounts and the Purchase Price Adjustment pursuant to such claims)Sections 2.01 and 2.02; (iii) object to such claims pursuant to Section 9.6, (ivv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Shareholder or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement; (vvi) provide any consents hereunderconsult with legal counsel, including with respect to any proposed settlement independent public accountants and other experts selected by it, solely at the cost and expense of any claims the Selling Shareholders; (vii) consent or agree to any amendment to this Agreement, Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Selling Shareholders (other than with respect to the payment of the Purchase Price) in accordance with the terms hereof and in the manner provided herein; and (viviii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Natus and its affiliates (including without limitation, after the Closing Date, the Company) shall rely on the appointment of [REDACTED] as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten daysand treat such Shareholders’ prior written notice to Acquiror and the Person serving Agent as the Shareholders’ Agent; providedduly appointed attorney-in-fact of each Selling Shareholder having the duties, however, that any person serving as power and authority provided for in this Section 8.10. The Selling Shareholders shall be bound by all actions taken and documents executed by the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquirorin connection with this Article VIII, and a new Person Natus shall be appointed by the holders of a majority in interest of the cash then rely on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent any action or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required decision of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement and the Escrow Agreement, Target’s shareholders, without any further action on the term part of any such shareholder, shall be deemed (by virtue of the approval of the Merger and adoption of the Agreement) to have consented to the appointment of ▇▇▇▇ ▇▇▇▇▇▇▇ (“Shareholders’ Agent” shall mean ”) as the agent representative of such shareholders, as the attorney-in-fact for and on behalf of each such shareholder, and the Closing Company Shareholders to: (i) taking by the Shareholders’ Agent of any and all actions and the making of any decisions required or permitted to be taken by him under or contemplated by this Agreement or the Escrow Agreement, including but not limited to the power to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent (by virtue of the approval of the Merger and adoption of the Agreement) is hereby authorized by Target’s shareholders to act on their behalf as required hereunder and under the Escrow Agreement. Accordingly, the Shareholders’ Agent has unlimited authority and power to act on behalf of each such shareholder with respect to this Agreement and the Escrow Agreement, and the disposition, settlement or other handling of all indemnity or other claims contemplated by this Agreement. Actions and decisions taken by the Shareholders’ Agent shall be binding upon each of Target’s shareholders. Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time, upon not less than ten days’ prior written notice to Acquiror and the Person serving as Acquiror. Notices or communications to or from the Shareholders’ Agent; providedAgent shall constitute notice to or from each of the Target shareholders. (b) The Shareholders’ Agent will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, howeverdirection, that instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any person serving other action or inaction, except his own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement and the Escrow Agreement, the Shareholders’ Agent may rely on the advice of counsel, and the Shareholders’ Agent will not be liable to Target’s shareholders for anything done, omitted or suffered in good faith by the Shareholders’ Agent based on such advice. The Shareholders’ Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. After payment of all reasonable expenses actually incurred by the Escrow Agent in accordance with the Escrow Agreement and at such time immediately prior to the disbursement of funds to the holders or former holders of the capital stock of Target from the Escrow Fund, the Escrow Agent shall distribute such funds from the Escrow Account as are necessary to reimburse the Shareholders’ Agent for all reasonable and documented costs and expenses (including reimbursement for payment of legal and accounting fees) actually incurred by the Shareholders’ Agent in his capacity as the Shareholders’ Agent shall not be an employee upon the written request of Acquiror or any subsidiary thereof. the Shareholders’ Agent. (c) The Shareholders’ Agent shall have reasonable access to information about Target and the right to resign upon giving ten days’ prior written notice to Acquirorreasonable assistance of Target’s officers and employees for purposes of performing his duties and exercising his rights hereunder, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and provided that the Shareholders’ Agent shall receive no compensation for his servicestreat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. Founder shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) to give and receive notices and communications communications, to make any determinations or from Acquiror (take any actions, including to resolve any disputes, in connection with the THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. determination of Net Assets and purchase price adjustment provided in Section 5.20, to make claims on behalf of itself of any other Indemnified Person) relating the Company Shareholders pursuant to this Agreement Section 8.2, or any of to respond to claims against the transactions and other matters contemplated hereby or thereby (except Indemnifying Shareholders pursuant to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this AgreementSection 8.1, the General Escrow Agreement and the Separate Escrow Agreement and including to authorize deliveries to the Indemnified Persons withholding of cash from the Escrow Fund Installment Cash Merger Consideration and the Incentive Bonus Pool in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonParent, including by not objecting to such claims); (iii) object to such claims pursuant or withholdings, or to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims under Section 8.1 or agree to any amendment to this AgreementSection 8.2, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholders' Agent and hold the Shareholders' Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder, as the same may be modified, amended or supplemented. (c) The Shareholders' Agent may rely on and shall be protected in relying on or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Shareholders' Agent shall not be liable for other parties' forgeries, fraud or false representations. (d) The Shareholders' Agent shall have reasonable access to information about Parent and the reasonable assistance of Parent's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Parent and its Subsidiaries to anyone (except on a need to know basis to individuals who agree to treat such information confidentially) (e) The Shareholders' Agent shall be responsible for timely filing all federal and state income tax returns of Company for taxable periods (or portions thereof) ending on or before the Effective Time of the Merger and shall control all audits, controversies or other proceedings with respect thereof. (f) Each Company Shareholder shall be responsible for its pro rata share (determined by the proportion that such Company Shareholder's Merger Consideration bears to the total Merger Consideration) of any expenses of or incurred by Shareholders' Agent, and Parent is authorized to and agrees to pay such expenses of or incurred by Shareholders' Agent out of Installment Cash Merger Consideration or other Merger Consideration at the time such amount would otherwise be payable to such Company Shareholder.

Shareholders' Agent. (a) At the ClosingThe Shareholders, VenGrowth Private Equity Partners Inc. shall be constituted and appointed pursuant to this Agreement, hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the Shareholders’ Agent. For purposes of this Agreement, who shall be the term “Shareholders’ Agent” representative and attorney-in-fact for each Shareholder. The Shareholders’ Agent shall mean have the agent authority to act for and on behalf of each of the Closing Company Shareholders to: (i) Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications communications, waivers and consents under this Agreement, to or from Acquiror (act on behalf of itself of the Shareholders with respect to any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into arising under this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and to authorize deliveries delivery to the Indemnified Persons Purchaser of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any and other Indemnified Personproperty, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts with respect toand awards on behalf of courts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, . In addition to and in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest furtherance of the cash then on deposit in foregoing, the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign (i) employ accountants, attorneys and other professionals on behalf of the Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders’ Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders’ Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon giving ten days’ not less than thirty (30) days prior written notice to Acquirorthe Purchaser; provided, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundhowever, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date that the Shareholders’ Agent is appointed may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in the position of the Shareholders’ Agent may be filled by the holders of approval by those Shareholders who hold or held a majority in interest of the cash then on deposit in Shares prior to the Escrow FundClosing. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not receive no compensation for its services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement. (b) The Shareholders’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholders’ Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Shareholders’ Agent based on such advice and the Shareholders’ Agent shall not be liable to anyone. The Shareholders’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Shareholders’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders’ Agent determined by him to be reasonably necessary to carry out the purposes of his servicesobligations. The Shareholders shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Shareholders’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Shareholder hereby agrees to reimburse the Shareholders’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Shareholders’ Agent in pursuing a dispute pursuant to Section 1.5(c) of this Agreement. (c) A decision, act, consent or instruction of the Shareholders’ Agent shall constitute a decision, act, consent or instruction from all of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders. The Purchaser may rely upon any such decision, act, consent or instruction of the Shareholders’ Agent as being the decision, act, consent or instruction of every such Shareholder. The Purchaser is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholders’ Agent. In furtherance of the foregoing, any reference to a power of the Shareholders under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Shareholders’ Agent.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted By virtue of their approval and appointed as the Shareholders’ Agent. For purposes adoption of this Agreement, the term “Shareholders of the Company shall be deemed to have irrevocably constituted and appointed, effective as of the Closing, ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Shareholders’ ' Agent” shall mean ") as their true and lawful agent and attorney-in-fact to take any and all actions on their behalf in connection with the agent for transactions contemplated by this Agreement, including, without limitation, entering into any other agreement relating thereto or to this Agreement and exercising on behalf of the Closing Shareholders of the Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement all or any of the transactions powers, authority, rights and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into discretion conferred on them under this Agreement, the General Escrow Agreement or any such other agreement, including without limitation, waiving any terms and the Separate Escrow Agreement conditions of any such agreement, giving and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in receiving notices and communications entering into agreements regarding satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonParent Indemnitees, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6deliveries, (iv) consent or agree agreeing to, negotiatenegotiating, enter into, or, if applicable, prosecute or defend, entering into settlements and compromises of, and comply demanding arbitration and complying with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) take taking all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing. This power of attorney is coupled with an interest and is irrevocable. By virtue of its approval and adoption of this Section 11.1, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ ' Agent may be replaced from time to time by hereby accepts its appointment as Shareholders' Agent hereunder on the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundterms set forth herein. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company's Shareholders for purposes of this Agreement. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed Company has designated W▇▇▇▇ ▇. ▇▇▇▇▇▇ as the Shareholders’ Agent. For purposes of this Agreement, the term initial “Shareholders’ Agent” hereunder, and approval of this Agreement (including the plan of merger contained herein) by the requisite vote of the holders of Company Common Stock shall mean constitute ratification and approval of the agent designation of the Shareholders’ Agent as their true and lawful attorney-in-fact, for them in their name and on behalf of the Closing Company Shareholders to: their behalf, (i) to give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to accept notice in accordance with this Agreement and the Escrow Agreement or any of other agreement or document entered into in connection with the transactions and other matters contemplated hereby or thereby (except to the extent that by this Agreement expressly contemplates that any such notice and the Escrow Agreement, whether prior to, on or communication shall be given or received by such shareholders individually); after the Effective Time, (ii) enter into this Agreement, to execute the General Escrow Agreement and any other agreement or document entered into in connection with the Separate Escrow transactions contemplated by this Agreement and the Escrow Agreement, whether prior to, on or after the Effective Time, (iii) to waive any provisions of any such agreements, (iv) to authorize deliveries delivery to the Indemnified Persons Parent of cash any funds from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Personaccordance with the Escrow Agreement, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, settle disputes between the parties and (vi) take all actions necessary or appropriate in to perform the judgment other duties required of the Shareholders’ Agent for under this Agreement, the accomplishment Escrow Agreement and any other agreement or document to which the Shareholders’ Agent is a party. This power of attorney shall not be terminated or otherwise affected by the disability of any holder of Company Common Stock. This power of attorney shall terminate only when the duties of the foregoingShareholders’ Agent have been fully performed or upon resignation as provided below. From and after the Effective Time, Parent and the Surviving Corporation shall be entitled to conclusively rely as to any obligation they may have hereunder to the former holders of Company Common Stock upon any written instruction, waiver, notice, request, demand or other communication delivered by or on behalf of the shareholders of Company by the Shareholders’ Agent. (b) In the event of the resignation, death or incapacity of any Shareholders’ Agent, a new Shareholders’ Agent shall be appointed by a three (3) person committee consisting of D▇▇▇▇ ▇. ▇▇▇▇▇▇, W▇▇▇▇ ▇. ▇▇▇▇▇▇, and C▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Shareholders’ Committee”). In the event that any individual authorized hereunder as a Shareholders’ Committee member shall die, become incapacitated, resign or otherwise fail to act on behalf of the Shareholders for any reason, a new individual shall be appointed to the committee by action or written consent of persons who held immediately prior to the Effective Time no less than a majority of the outstanding Company Common Stock (other than Excluded Shares) (the “Majority Holders”), and if none is so selected within thirty (30) days, then the Shareholders’ Committee shall be reduced by one member. The vote of the majority of the members of the Shareholders’ Committee members shall constitute the act of the Shareholders’ Committee. Upon formation, the Shareholders’ Committee shall designate one member as the notice recipient and furnish such member’s contact information to Parent. Thereafter, in each case without having under this Agreement whereby Parent is required to seek notify, contact or obtain otherwise provide information or documents to the consent of any Person under any circumstance. The Person Shareholders’ Agent, if there is no person currently serving as a Shareholders’ Agent, such requirement shall be satisfied by Parent’s notification, contact or provision of information or documents to the designated Shareholders’ Committee member. Notwithstanding the formation of the Shareholders’ Committee, nothing in this Section 6.18(b) shall allow any extension or delay in the period of time that the Shareholders’ Agent may be replaced from time is required to time by the holders of a majority respond or otherwise act as set forth in interest of the cash then on deposit in this Agreement or the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Agreement. (c) The Shareholders’ AgentAgent shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; provided, however, that the Shareholders’ Agent will have no obligation to act on behalf of the holders of Company Common Stock, except as expressly provided herein. The Shareholders’ Agent will have no liability to Parent, Merger Sub, Company, the Surviving Corporation or the holders of Company Common Stock with respect to actions taken or omitted to be taken in its capacity as Shareholders’ Agent, except with respect to the Shareholders’ Agent’s gross negligence or willful misconduct. Parent shall not be liable in any person serving as way to the shareholders of Company or Company based on any act or omission of the Shareholders’ Agent relating to this Agreement or the Escrow Agreement. The Shareholders’ Agent will at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Shareholders’ Agent shall not be an employee required to seek or follow any such direction, and shall be under no obligation to take any action in its capacity as Shareholders’ Agent, unless the Shareholders’ Agent is holding funds delivered to it under this Agreement or the Escrow Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of Acquiror the Shareholders’ Agent, are sufficient to protect the Shareholders’ Agent against the losses which may be incurred by the Shareholders’ Agent in responding to such direction or any subsidiary thereoftaking such action. The Shareholders’ Agent shall have the right be entitled to resign upon giving ten days’ prior written notice to Acquirorengage such counsel, experts and a new Person other agents and consultants as it shall be appointed by the holders of a majority deem necessary in interest of the cash then on deposit connection with exercising its powers and performing its function hereunder and (in the Escrow Fund, subject to absence of bad faith on the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required part of the Shareholders’ Agent, ) shall be entitled to conclusively rely on the opinions and advice of such persons. Any expenses incurred by the Shareholders’ Agent with respect to the foregoing shall receive be reimbursed out of the Escrow Fund, or if such fund has been depleted, and notwithstanding any provision hereof to the contrary, at the instruction of the Shareholders’ Agent out of and prior to any distributions to be made to the holders of Company Common Stock (other than holders of Dissenting Shares) pursuant to this Agreement or the Escrow Agreement, or such other mechanism established by the Shareholders’ Agent for the benefit of the holders of Company Common Stock (other than holders of Dissenting Shares) for such purpose, and in no compensation event shall the Shareholders’ Agent be entitled to any other reimbursement for his servicesany expenses from the Escrow Fund.

Shareholders' Agent. (a) At Each of the ClosingShareholders hereby authorizes, VenGrowth Private Equity Partners Inc. shall be constituted directs and appointed as appoints Nadaud (the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for ”) to act as sole and on behalf exclusive agent, attorney-in-fact and representative of the Closing Company Shareholders to: (i) give and receive notices and communications each Shareholder with respect to all matters arising under, in connection with or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby Transaction Documents (except that, solely for purposes of this Section 7.8, Transaction Documents shall not be deemed to include the extent that this Agreement expressly contemplates Employment Agreements), including (i) asserting, defending, prosecuting, litigating, arbitrating, negotiating, settling, releasing and resolving any matters, claims (including indemnification claims and claims for Losses), differences, disputes and controversies of any nature whatsoever under any of the Transaction Documents, (ii) provided that any such notice amendment or communication shall be given or received by such shareholders individually); (ii) enter waiver does not disproportionately and adversely affect any Shareholder, entering into amendments of this Agreement, the General Escrow Agreement and waivers of any of the Separate Escrow provisions of this Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Personthe Shareholders, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6determining, giving and receiving notices and processes under any of the Transaction Documents, (iv) consent or agree toperforming the rights and duties expressly assigned to the Shareholders’ Agent hereunder and under the other Transaction Documents, 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 engaging and employing agents and Representatives on behalf of the Shareholders and the Shareholders’ Agent in connection with all such matters under any consents hereunderof the Transaction Documents, (vi) entering into agreements (including releases) on behalf of the Shareholders with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving (vii) taking all actions and incurring all expenses as the Shareholders’ Agent shall not reasonably deem necessary or prudent in connection with any of the foregoing; all on such terms and in such manner as he deems appropriate in his sole and absolute discretion. Any such actions taken, exercises of rights, power or authority, and any decision, determination, waiver, amendment or agreement made by the Shareholders’ Agent consistent herewith, shall be an employee absolutely and irrevocably binding on each Shareholder as if such Shareholder personally had taken such action, exercised such rights, power or authority or made such decision, determination, waiver, amendment or agreement in such Shareholder’s individual capacity, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Agent will consult with each Shareholder prior to taking any action, and, in a reasonably prompt manner, provide written notice to each Shareholder of Acquiror any action taken by the Shareholders’ Agent, pursuant to the authority delegated under this Section. Any action required to be taken by a Shareholder hereunder or under any of the other Transaction Documents or any subsidiary thereofsuch action which a Shareholder, at his or her election, has the right to take hereunder or under any of the other Transaction Documents, shall be taken only and exclusively by the Shareholders’ Agent and no Shareholder acting on his own shall be entitled to take any such action. (b) The appointment of the Shareholders’ Agent as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. (c) The Shareholders’ Agent hereby accepts the foregoing appointment and agrees to serve in such capacity, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Shareholders of reasonable out-of-pocket expenses incurred by the Shareholders’ Agent in his capacity as such. Each Shareholder hereby waives all actual or potential conflicts of interest arising out of the Shareholders’ Agent’s activities or authority as Shareholders’ Agent and his relationships with any of the Company, the Subsidiaries, the Surviving Entity or Parent (whether before or after the Closing), whether as an employee, consultant, agent, director, officer, shareholder or other Representative. (d) The Shareholders will severally indemnify and hold harmless the Shareholders’ Agent from and against any and all Losses arising out of actions taken or omitted to be taken pursuant to the provisions of this Section 7.8 and such other provisions of this Agreement as may be applicable (except in the case of the individual bad faith or willful misconduct of the Shareholders’ Agent), including the reasonable fees of attorneys, accountants and other advisors and all costs and expenses of investigation and defense of claims. The several liability of each Shareholder under this Section 7.8(d) will equal the amount of such Losses multiplied by a fraction, the numerator of which shall be the aggregate Merger Consideration to be received by such Shareholder as set forth on Section 2.1(c) of the Company Disclosure Schedule, and the denominator of which shall be the aggregate Merger Consideration to be received by all of the Shareholders (other than the Shareholders’ Agent) as set forth on Section 2.1(c) of the Company Disclosure Schedule. (e) Notwithstanding anything to the contrary contained in this Agreement, the Shareholders’ Agent shall have no liabilities, duties or responsibilities to the Shareholders except those expressly set forth herein or in any of the other Transaction Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Shareholder shall otherwise exist against the Shareholders’ Agent. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquirornot, and a new Person shall be appointed by the holders virtue of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior acting as Shareholders’ Agent or any of the actions taken in such capacity, be deemed to have assumed any liability or become responsible for any obligation of any Shareholder to any Person. (Bf) The Shareholders’ Agent may resign upon written notice to the date Shareholders. In the event that the Person named in Section 7.8(a) is unable or unwilling to serve in such capacity under this Section 7.8 at any time, X▇▇▇▇▇ ▇▇▇▇▇▇-Bez is hereby designated to serve as agent, attorney-in-fact and representative of each Shareholder under this Section 7.8 in the place of the Person who is unable or unwilling to so serve. Such successor agent, attorney-in-fact and representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties under this Section 7.8 of the Person unable or unwilling to so serve. (g) Each of Parent, the Company, the Subsidiaries and the Surviving Entity (i) will be fully protected in relying upon and will be entitled to rely upon, and will have no liability to the Shareholders with respect to, agreements, actions, decisions and determinations of the Shareholders’ Agent is appointed by the holders of a majority in interest connection with this Agreement or any of the cash then on deposit Transaction Documents, and (ii) will be entitled to assume that all agreements, actions, decisions and determinations of the Shareholders’ Agent in connection with this Agreement or any of the Escrow Fund. No bond Transaction Documents are fully authorized by and binding upon all of the Shareholders. (h) The Shareholders’ Agent shall not be required liable to any of the Shareholders or any of their respective heirs, successors, assigns, personal representatives or Affiliates for any decisions made or actions taken or omitted to be taken by the Shareholders’ Agent, and except in the case of bad faith or willful misconduct. The Shareholders’ Agent shall receive no compensation for may consult with legal counsel of his servicesown choice with respect to all such matters.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed The Shareholders hereby appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: to carry out the duties of the Shareholders' Agent as set forth in this Agreement, including without limitation, (i) to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Purchaser of the transactions and Purchaser Shares or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonPurchaser, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement such claims, (ii) to receive notices of disputes regarding the Estimated Closing Balance Sheet, to agree to, negotiate, enter into settlements and compromises of such disputes, (iii) to extend the time for the performance of any claims of the obligations or agree other actions of the other under this Agreement, to waive any amendment inaccuracies in the representations or warranties of the other contained in this Agreement or in any document delivered pursuant to this Agreement, to waive compliance with any of the conditions or covenants of the other contained in this Agreement or waive performance of any of the obligations of the other under this Agreement, and (viiv) and to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund Shares from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundPurchaser. No bond shall be required of the Shareholders’ ' Agent. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall severally indemnify the Shareholders’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall receive no compensation have reasonable access to information about the Company and the reasonable assistance of officers and employees of the Company for his servicespurposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. Shareholder Representative Services LLC shall be constituted and appointed as the Shareholders’ Agent. For purposes Agent by virtue of the Company Shareholders’ execution of this Agreement or a Joinder Agreement, the term “. The Shareholders’ Agent” Agent shall mean be the representative, agent and attorney-in-fact for all purposes in connection with this Agreement and any agreements ancillary hereto for and on behalf of the Closing Company Shareholders Indemnifying Parties including without limitation to: (i) execute, as the Shareholders’ Agent, this Agreement, the Escrow Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices notices, instructions and communications permitted or required under this Agreement, the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Party, to or from Acquiror Parent or Acquirer (on behalf of itself of or any other Indemnified Person) relating to this Agreement, the Escrow Agreement or any of the transactions Transactions and any other matters contemplated hereby by this Agreement or thereby by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders each Indemnifying Party individually); , (iiiii) enter into this Agreementreview, the General Escrow Agreement negotiate and the Separate Escrow Agreement agree to and authorize deliveries Acquirer to the Indemnified Persons of cash reclaim funds from the Escrow Fund in satisfaction of claims asserted by Acquiror Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); ) pursuant to this Article 9, (iiiiv) object to such claims pursuant to Section 9.6, (ivv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to, such claims; (v) provide , resolve any consents hereundersuch claims, including take any actions in connection with respect to any proposed settlement the resolution of any claims dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Parties, (vii) consent or agree to any amendment to this Agreement, Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Parties in accordance with the terms hereof and in the manner provided herein and (viviii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Acquirer and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Shareholders’ Agent, or any subsequent appointee, and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Party and as having the duties, power and authority provided for in this Section 9.7. The Indemnifying Parties shall be bound by all actions taken and documents executed by the Shareholders’ Agent in accordance with this Agreement, and Parent, Acquirer and the other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Shareholders’ Agent. The Shareholders’ Agent may resign at any time. The Person serving as the Shareholders’ Agent may be removed or replaced from time to time time, or if such Person resigns from its position as the Shareholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then on deposit held in the Escrow Fund (or, in the event that there is no cash then held in the Escrow Fund by the Indemnifying Parties collectively having an Pro Rata Share greater than fifty percent (50%)) upon not less than ten 30 days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAcquirer. No bond shall be required of the Shareholders’ Agent, and . (b) The Shareholders’ Agent will incur no liability of any kind with respect to any action or omission by the Shareholders’ Agent in connection with the Shareholders’ Agent’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Shareholders’ Agent’s gross negligence, bad faith or willful misconduct. The Shareholders’ Agent shall not be liable for any action or omission pursuant to the advice of counsel. The Indemnifying Parties severally (based on such Indemnifying Party’s Pro Rata Share) will indemnify, defend and hold harmless the Shareholders’ Agent 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, “Agent Loss”) arising out of or in connection with the Shareholders’ Agent’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Agent Loss is suffered or incurred; provided, that in the event that any such Agent Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Agent, the Shareholders’ Agent will reimburse the Indemnifying Parties the amount of such indemnified Agent Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Agent by the Indemnifying Parties, any such Agent Losses may be recovered by the Shareholders’ Agent from the Shareholders’ Agent Expense Amount and, after it is depleted, from the portion of the Escrow Fund otherwise distributable to the Indemnifying Parties (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) on the Escrow Release Date pursuant to the terms hereof, at the time of distribution; provided, that while this section allows the Shareholders’ Agent to be paid from the aforementioned sources of funds, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Agent Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Agent from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Agent be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Indemnifying Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Agent under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Agent or the termination of this Agreement. (c) The Shareholders’ Agent Expense Fund will be used for the purposes of paying directly, or reimbursing the Shareholders’ Agent for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. The Indemnifying Parties will not receive no compensation any interest or earnings on the Shareholders’ Agent Expense Fund and irrevocably transfer and assign to the Shareholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Agent will not be liable for his servicesany loss of principal of the Shareholders’ Agent Expense Fund other than as a result of its gross negligence or willful misconduct. The Shareholders’ Agent will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders’ Agent’s responsibilities, the Shareholders’ Agent will deliver any remaining balance of the Shareholders’ Agent Expense Fund to the Paying Agent for further distribution to the Indemnifying Parties. (d) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’ Agent that is within the scope of the Shareholders’ Agent’s authority under Section 9.7 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction all the Indemnifying Parties and shall be final, binding and conclusive upon each such Indemnifying Party; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Indemnifying Party.

Shareholders' Agent. (a) At Nashirali ▇▇▇▇▇▇▇▇ is hereby appointed as the Closing, VenGrowth Private Equity Partners Inc. shall be constituted agent and appointed attorney-in-fact of the Company Shareholders as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent Agent for and on behalf of the Closing Company Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency in respect of all of the Company Shareholders may be changed from time to time by Company Shareholders upon not less than ten (10) days prior written notice to Parent; provided, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as however, that the Shareholders’ Agent may not be replaced from time changed unless holders of a majority of the Aggregate Closing Payment agree to time such removal and to the identity of the substituted agent, and further provided that such replacement Person is a Company Shareholder or such other Person as is, in either instance, acceptable to Parent, acting reasonably and without undue delay. A vacancy in the position of Shareholders’ Agent may be filled by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAggregate Closing Payment. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not receive any compensation from the Buyer Parties or the Company for its services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from the Company Shareholders. Notwithstanding the foregoing, in the event that the resignation or removal of the Shareholders’ Agent would result in there being no compensation Shareholders’ Agent immediately following such resignation or removal, then such resignation or removal shall not be effective unless and until a new Shareholders’ Agent shall have been approved and such new Shareholders’ Agent shall have confirmed in writing acceptance of such appointment. Each time a new Shareholders’ Agent is appointed pursuant to this Agreement, such Person, as a condition precedent to the effectiveness of such appointment, shall accept such position in writing. (b) The Shareholders’ Agent shall not be liable for his servicesany act done or omitted hereunder as Shareholders’ Agent while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally and not jointly (based on their respective Pro Rata Share) indemnify the Shareholders’ Agent and hold the Shareholders’ Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of the Shareholders’ Agent’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders’ Agent. Any amounts payable to the Shareholders’ Agent in respect of the indemnity provided in this Section 13.1(b), as determined by a court of competent jurisdiction or a duly appointed arbitrator, as applicable, shall be payable, firstly, exclusively from the amount of $1,000,000 to be held in the Company Shareholders Escrow Account and thereafter, if applicable, by recourse to the Company Shareholders on a several basis for a period of two years following the Expiration Date. (c) Notwithstanding anything in this Agreement to the contrary, a Company Shareholder’s aggregate Liability pursuant to the indemnity granted in Section 13.1(b) shall be several and not joint and shall not exceed such Company Shareholder’s Pro Rata Share of the amount originally paid into the Company Shareholders Escrow Account. (d) A decision, act, consent or instruction of the Shareholders’ Agent, including an amendment, extension or waiver of this Agreement pursuant to Section 11.3 and Section 11.4, shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon Company Shareholders; and the Buyer Parties may rely upon any such decision, act, consent or instruction of the Shareholders’ Agent as being the decision, act, consent or instruction of the Company Shareholders. Each of the Buyer Parties is hereby relieved from any liability to any Person for any acts done by in accordance with such decision, act, consent or instruction of the Shareholders’ Agent. (e) The authority conferred under this Section 13.1 is an agency coupled with an interest and, to the extent permitted by applicable Laws, all authority conferred hereby is irrevocable and not subject to termination by the Company Shareholders or by operation of law, whether by the death or incapacity of any of the Company Shareholders, or the occurrence of any other event. If any Company Shareholder should die or become mentally or physically incapacitated, or if any other event shall occur, any action taken by the Shareholders’ Agent pursuant to this Section 13.1 shall be valid as if such death or incapacity, or other event had not occurred, regardless of whether or not the Shareholders’ Agent or the Buyer Parties shall have received notice of such death, incapacity, termination, or other event. (f) In the event of the death, disability, incapacity or resignation of Nashirali ▇▇▇▇▇▇▇▇, such that Nashirali ▇▇▇▇▇▇▇▇ is unable to fulfill the duties ascribed to him hereunder as Shareholders’ Agent, the vacancy created by such death, disability, incapacity or resignation shall be filled firstly by ▇▇▇▇▇▇▇ ▇▇▇▇▇, and secondly, in the event of the death, disability, incapacity or resignation of ▇▇▇▇▇▇▇ ▇▇▇▇▇, by ▇▇▇▇▇ ▇▇▇▇▇▇, and each of Messrs. Mabey and Jivraj, as applicable, shall be deemed to take the place of Nashirali ▇▇▇▇▇▇▇▇ as Shareholders’ Agent hereunder for all intents and purposes.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be Ren and ▇▇▇▇▇ are hereby constituted and appointed jointly as the Shareholders’ Shareholders Agent. Ren and ▇▇▇▇▇ hereby accept such appointment as the Shareholders Agent, and all actions, decisions and consents of the Shareholders Agent shall be made by Ren and ▇▇▇▇▇ acting jointly. For purposes of this Agreement, the term “Shareholders’ Shareholders Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Bany Buyer Indemnified Person) Party 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 notice or communication shall be given or received by such shareholders stockholders individually); (ii) enter into this Agreement, execute the General Escrow Agreement and on behalf of the Separate Escrow Agreement and Shareholders; (iii) authorize deliveries to the Indemnified Persons Buyer of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Buyer Indemnified PersonParty pursuant to this Article VII, including by not objecting to such claims); (iiiiv) object to such claims pursuant to Section 9.6, this Article VII; (ivv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and comply with orders of courts with respect to, such claimsany claims pursuant to this Article VII; (vvi) provide any consents hereunder, including with respect to any proposed settlement of any claims consent or agree to any amendment to this Agreement, and (vivii) take all actions necessary or appropriate in the judgment of the Shareholders’ Shareholders Agent 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 Shareholders’ Shareholders Agent may be replaced from time to time by the holders of Shareholders representing a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundBuyer. No bond shall be required of the Shareholders’ Shareholders Agent, and the Shareholders’ Shareholders Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Parent of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of Parent Common Stock and/or cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (Parent, to object to such deliveries, to make claims on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims the Company Shareholders pursuant to Section 9.68.6, (iv) consent or to agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundParent. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder, as the same may be modified, amended or supplemented. (c) The Shareholders' Agent may rely on and shall be protected in relying on or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Shareholders' Agent shall not be liable for other parties' forgeries, fraud or false representations. (d) The Shareholders' Agent shall have reasonable access to information about Parent and the reasonable assistance of Parent's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Parent and its Subsidiaries to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) At the Closing, the Company shall deposit $20,000 with the Escrow Agent to pay the expenses incurred by the Shareholders' Agent in connection with this Agreement. The Company Shareholders shall be responsible for any expenses of or incurred by Shareholders' Agent in excess of $20,000.

Shareholders' Agent. (a) At The Effective Time Holders, by approving this Agreement and the Closingtransactions contemplated hereby, VenGrowth Private Equity Partners Inc. shall be constituted are deemed to irrevocably appoint and appointed constitute Fortis Advisors LLC as the Shareholders’ Agent. For purposes of this Agreement, Agent and as the term “Shareholders’ Agent” shall mean the true and lawful attorney-in-fact and exclusive agent for and on behalf of the Closing Company Shareholders to: (i) Effective Time Holders to execute and deliver this Agreement and for all other purposes hereunder, to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of any claims or agree to any amendment to this Agreement, in accordance with this Section 9.5 and (vi) Section 9.6, to exercise all available rights and remedies of the Effective Time Holders under Section 2.11 and otherwise to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of any or all of the foregoing or in furtherance of the rights and obligations of the Effective Time Holders under this Agreement. Notwithstanding the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent shall have no obligation to act on behalf of the Effective Time Holders, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Shareholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund Proportionate Shares from time to time upon not less than ten (10) days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest all of the cash then on deposit in the Escrow Fund, subject Effective Time Holders and to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundParent. No bond shall be required of the Shareholders’ Agent, and . Notices or communications to or from the Shareholders’ Agent shall receive constitute notice to or from each of the Effective Time Holders under this Agreement. The Shareholders’ Agent shall be entitled to: (i) rely upon the Consideration Spreadsheet; (ii) rely upon any signature believed by it to be genuine; and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Effective Time Holder or other party. The powers, immunities and rights to indemnification granted to the Shareholders’ Agent Group (as defined below) hereunder: (x) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Effective Time Holder and shall be binding on any successor thereto; and (y) shall survive the delivery of an assignment by any Effective Time Holder of the whole or any fraction of his, her or its interest in any Milestone Payment or the PRV Payment. (b) Certain Effective Time Holders have entered into an engagement agreement with the Shareholders’ Agent to provide direction to the Shareholders’ Agent in connection with the performance of its services under this Agreement (such Effective Time Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Shareholders’ Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Shareholders’ Agent Group”) shall be liable for any act done or omitted hereunder as Shareholders’ Agent while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Effective Time Holders shall severally, in accordance with their respective Proportionate Shares, indemnify the Shareholders’ Agent Group and defend and hold it harmless against any loss, liability, claim, damage, fee, cost, judgment, fine, amount paid in settlement or expense (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) incurred without gross negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder, (the “Agent Expenses”). To the extent the Shareholders’ Agent Reserve Amount is unavailable, the Shareholders’ Agent shall have the right to recover Agent Expenses first, from the cash portion of any Milestone Payment or the PRV Payment otherwise distributable to the Effective Time Holders at the time of distribution and second, directly from the Effective Time Holders. The Effective Time Holders acknowledge that the Shareholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. The immunities and rights to indemnification shall survive the resignation or removal of the Shareholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. (c) At the Closing, Parent shall deliver the Shareholders’ Agent Reserve Amount to an account designated by the Shareholders’ Agent. The Shareholders’ Agent Reserve Amount shall be controlled solely by the Shareholders’ Agent, which shall use such amount solely to pay the reasonable costs and expenses, if any, incurred by it in the performance of its obligations as Shareholders’ Agent hereunder or under any Shareholders’ Agent letter agreement. The Shareholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no compensation responsibility or liability for his servicesany loss of principal of the Shareholders’ Agent Reserve other than as a result of its gross negligence or willful misconduct. The Shareholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Shareholders’ Agent Reserve, and has no tax reporting or income distribution obligations hereunder. At such time as the Shareholders’ Agent determines, it shall deliver to the Exchange Agent the amount, if any, remaining in the Shareholders’ Agent Reserve Amount, and the Exchange Agent shall disburse such amount to the Effective Time Holders as provided in Sections 2.9 and 2.10. For Tax purposes, Parent shall be deemed to have paid the Effective Time Holders their respective Proportionate Shares of the Shareholders’ Agent Reserve Amount, and the Effective Time Holders shall be deemed to have voluntarily contributed such amount to the Shareholders’ Agent (and, for the avoidance of doubt, any information reporting and tax withholding with respect to any portion of the Shareholders’ Agent Reserve Amount that is returned to any Effective Time Holder shall be the responsibility of the Shareholders’ Agent). (d) The Shareholders’ Agent represents and warrants to the Company and Parent that (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, (ii) the execution and delivery by the Shareholders’ Agent of this Agreement has been duly authorized by all necessary corporate or similar action and no other proceedings are necessary to authorize the execution and delivery of this Agreement, and (iii) this Agreement has been duly and validly executed and delivered by the Shareholders’ Agent and, assuming due authorization and delivery by the Company and Parent, is a valid and binding agreement, enforceable against the Shareholders’ Agent in accordance with its terms, except to the extent that enforceability may be limited by the effect, if any, of (A) any applicable bankruptcy, reorganization, insolvency, moratorium or other Legal Requirements affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. Marco shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any PhotoLoft of the transactions and PhotoLoft Stock or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself PhotoLoft or the Surviving Corporation, to settle any other Indemnified Personclaims for indemnification, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundPhotoLoft. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about EVG or the Surviving Corporation and the reasonable assistance of EVG's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about EVG to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and Jose▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ hereby appointed as agent and attorney-in-fact (the Shareholders’ Agent. For purposes of this Agreement"SHAREHOLDERS' AGENT") for each Target shareholder, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: Target shareholders, (i) to assert, prosecute or respond to any claims for indemnification hereunder on behalf of all or any Target shareholders (and is hereby designated as the Indemnifying Party to act on behalf of the Target shareholders under this Article IX), (ii) to give and receive notices and communications to or from authorize delivery to Acquiror (on behalf of itself shares of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash Acquiror Common Stock from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing, in each case without having (iii) to seek endorse Certificates or obtain the consent stock powers therefor on behalf of any Person under Target shareholder, and (iv) to amend this Agreement at any circumstancetime by execution of an instrument in writing signed on behalf of each of the parties hereto; provided that amendment shall not (a) alter or change the amount or kind of consideration to be received on conversion of the Target Capital Stock, or (b) alter or change any of the terms and conditions of this Agreement if such alteration or change would materially adversely affect the holders of Target Capital Stock. The Person serving as the Shareholders’ Agent Such agency may be replaced changed by the shareholders of Target from time to time upon not less than thirty (30) days prior written notice to Acquiror; provided, however, that the Shareholders' Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identify of the substituted shareholders' agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval of the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall not receive no compensation for his services. Notice or communications to or from the Shareholders' Agent shall constitute notice to or from each of the shareholders of Target. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder or under the Escrow Agreement as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted to the advice of counsel shall be conclusive evidence of such good faith. The Target shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of our in connection with the acceptance or administration of his or her duties hereunder, and shall reimburse the Shareholders' Agent for their pro rata share of any expenses incurred by the Shareholders' Agent. (c) The Shareholders' Agent shall have reasonable access to information about Target and Acquiror and the reasonable assistance of Target" and Acquiror" officers and employees for purposes of performing his duties and exercising his rights hereunder; provided, that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At Following the ClosingEffective Time, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, ' Agent shall have the term “Shareholders’ Agent” shall mean the agent authority to act for and on behalf of each of the Closing Company Shareholders to: (i) Shareholders, including, without limitation, to give and receive notices and communications communications, to or from Acquiror (act on behalf of itself of the Shareholders with respect to any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into arising under this Agreement, the General Escrow Agreement and or the Separate Escrow Agreement and authorize deliveries Exchange Agent Agreement, to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders and awards of courts with respect tocourts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, in each case without having the Shareholders' Agent shall have the right to seek (i) instruct the Escrow Agent to sell, pledge or obtain the consent otherwise dispose of any Person under amounts in any circumstance. The Person serving escrow account in accordance with the terms of the Escrow Agreement, (ii) employ accountants, attorneys and other professionals on behalf of the Shareholders, and (iii) incur and pay all costs and expenses related to (A) the performance of his duties and obligations as the Shareholders’ ' Agent hereunder, and (B) the interests of the Shareholders under this Agreement, the Escrow Agreement and the Exchange Agent Agreement. The Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to Purchaser, the Escrow Agent and the Exchange Agent. Such agency, may be replaced changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Purchaser, the Escrow Agent and the Exchange Agent; provided, however, that the Shareholders' Agent may not be removed unless Shareholders holding at least two-thirds (2/3rds) of the outstanding Company Common Stock immediately prior to the Effective Time agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval of the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundCompany Common Stock. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall not receive no compensation for its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the agency. (b) The Shareholders' Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Shareholders' Agent on such advice, the Shareholders' Agent shall not be liable to anyone. The Shareholders' Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Exchange Agent Agreement, and no covenants or obligations shall be implied under this Agreement, the Escrow Agreement and the Exchange Agent Agreement against the Shareholders' Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders' Agent determined by him to be reasonably necessary to carry out the purposes of his servicesobligations.

Shareholders' Agent. (a) At the ClosingThe Non-Designated Shareholders hereby irrevocably appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, VenGrowth Private Equity Partners Inc. who also shall be constituted and have been appointed as the Designated Shareholders’ ' Agent pursuant to Section 8.1 of the Reorganization Agreement, as their agent for purposes of Section 4 hereof (the "Shareholders' Agent"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby accepts his appointment as the Shareholders' Agent. For purposes Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 4 hereof, and shall be entitled to rely conclusively (without further evidence of this Agreementany kind whatsoever) on any document executed or purported to be executed on behalf of any Non-Designated Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Non-Designated Shareholder by the Shareholders' Agent, as fully binding upon such Non-Designated Shareholder. In the event of death, disability, incompetency or resignation of the original Shareholders' Agent, the term “Non-Designated Shareholders shall, within thirty (30) days after notice from Parent, by a majority-in-interest designate another successor Shareholders’ ' Agent or agents, as the case may be (the "Successor Shareholders' Agent” ") who shall mean have all of the agent rights, powers and authority conferred to the Shareholders' Agent pursuant to this Agreement and who shall have been appointed Shareholders' Agent pursuant to Section 8.1 of the Reorganization Agreement. Notwithstanding the foregoing, if the Non-Designated Shareholders fail to designate such Shareholders' Agent(s) within such thirty (30) day period, Parent shall be entitled to designate the Successor Shareholders' Agent for and on behalf of all of the Closing Non-Designated Shareholders, which Person shall be independent of Parent or its Affiliates or subsidiaries (except that Parent may pay the fees charged and expenses incurred by such Person in the event the Company Shareholders to: (ifail to perform the obligations set forth in Section 11(a) give and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries such amounts shall be added as recoverable expenses of Parent). If for any reason there is no Shareholders' Agent at any time, all references herein to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ ' Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right deemed to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject refer to the limitation hereinaboveNon-Designated Shareholders or the Designated Shareholders, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his servicesas appropriate.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be constituted and appointed as agent (the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent "SHAREHOLDERS' AGENT") for and on behalf of the Closing Company Caravelle Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Avesta of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund Avesta Series B Preferred Stock in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAvesta, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, to negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement such claims to assist Avesta in procuring, or to procure on behalf of any claims or agree to any amendment to this AgreementAvesta, the ITCs, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten thirty (30) days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAvesta. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for its services, or expense reimbursement in connection with its expenses incurred. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Caravelle Shareholders. The Shareholders' Agent shall possess and be exclusively entitled in his servicessole discretion to exercise all shareholder rights of every kind and nature in connection with the Escrow Shares, including, without limiting the generality of the foregoing, the right to receive all notices of and to attend at all meetings of the shareholders of Amalco, to vote in person or in proxy thereat, to receive and review all documentation with respect to such meetings and to exercise all rights attaching to the shares of Amalco. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Caravelle Shareholders shall, severally and not jointly, indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Caravelle and the reasonable assistance of Amalco's officers and employees for purposes of performing his duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Caravelle to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At The Shareholders and Optionholders hereby irrevocably appoint ▇▇▇▇ ▇▇▇▇▇▇ as their agent, proxy and attorney-in-fact for purposes of this Agreement (the Closing"Shareholders' Agent"), VenGrowth Private Equity Partners Inc. shall be constituted and appointed ▇▇▇▇ ▇▇▇▇▇▇ hereby accepts his appointment as the Shareholders’ ' Agent. For Each of the Shareholders and Optionholders hereby agrees that such agency and proxy are coupled with an interest and are, therefore, irrevocable and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Shareholder or Optionholder. Asyst shall be entitled to deal exclusively with the Shareholders' Agent for all purposes of this Agreement, the term “Shareholders’ Agent” and shall mean the agent for and be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Optionholder by the Closing Company Shareholders to: (i) give Shareholders' Agent, and receive notices and communications on any other action taken or purported to or from Acquiror (be taken on behalf of itself any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder or Optionholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and Optionholders, then the Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Asyst of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Agreement. If for any other Indemnified Personreason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders and Optionholders. (b) Neither the Shareholders' Agent nor any agent employed by it shall be liable to any Shareholder or Optionholder relating to the performance of its duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or any of the transactions and other matters contemplated hereby or thereby (otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that this Agreement expressly contemplates that any such notice the actions taken or communication not taken by the Shareholders' Agent constituted fraud or were taken or not taken in bad faith. The Shareholders' Agent shall be given indemnified and held harmless by the Shareholders and Optionholders against all expenses (including attorneys' fees), judgments, fines and other amounts paid or received incurred in connection with any action, suit, proceeding or claim to which the Shareholders' Agent is made a party by such shareholders individually); (ii) enter into this Agreement, reason of the General Escrow Agreement and fact that it was acting as the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims Shareholders' Agent pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ ' Agent shall not be an employee entitled to indemnification hereunder to the extent it is finally determined in a court of Acquiror jurisdiction by clear and convincing evidence that the actions taken or any subsidiary thereofnot taken by the Shareholders' Agent constituted fraud or were taken or not taken in bad faith. The Shareholders’ ' Agent shall be protected in acting upon any notice, statement or certificate believed by it to be genuine and to have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed been furnished by the holders of a majority appropriate person and in interest of the cash then on deposit acting or refusing to act in the Escrow Fundgood faith or any matter. (c) A decision, subject to the limitation hereinaboveact, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent consent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required instruction of the Shareholders’ Agent' Agent shall be made in writing and shall constitute a decision of all the Shareholders, and shall be final, binding and conclusive upon each of the Shareholders and Optionholders, and Asyst and the Company may rely upon any decision, act, consent or instruction of the Shareholders’ ' Agent shall receive no compensation as being the decision, act, consent or instruction of each and all of the Shareholders and Optionholders. Asyst and the Company are hereby relieved from any liability to any person for his servicesany acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Shareholders' Agent. (a) At the ClosingShareholder hereby irrevocably appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as his, VenGrowth Private Equity Partners Inc. shall be constituted her or its agent and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf purposes of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) all matters relating to this Agreement or any of and the transactions Escrow Agreement (the "Shareholders' Agent"), and other matters contemplated ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby or thereby (except to accepts his appointment as the extent that this Agreement expressly contemplates that any such notice or communication Shareholders' Agent. Parent shall be given or received by such shareholders individually); (ii) enter into entitled to deal exclusively with the Shareholders' Agent on all matters relating to this Agreement, the General Escrow Agreement and the Separate Escrow Agreement Agreement, and authorize deliveries shall be entitled to the Indemnified Persons rely conclusively (without further evidence of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (any kind whatsoever) on any document executed or purported to be executed on behalf of itself or Shareholder by the Shareholders' Agent, and on any other Indemnified Personaction taken or purported to be taken on behalf of Shareholder by the Shareholders' Agent, including by not objecting as fully binding upon Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment fulfill his responsibilities as agent of the Shareholders’ Agent for , then the accomplishment former shareholders of Company holding a majority of the foregoingMerger Shares shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in each case without having to seek or obtain the consent of any Person under any circumstanceaccordance with this Section 4. The Person Shareholders' Agent shall be reimbursed by the Shareholders for his reasonable out-of-pocket expenses incurred in connection with serving as the Shareholders’ ' Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in under this Agreement and the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Agreement. Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ ' Agent shall not be an employee liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of Acquiror or any subsidiary thereofreasonable judgment. The Shareholders’ Agent shall have the right Shareholders on whose behalf Holdback Shares were contributed to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAccount shall severally indemnify Shareholders' Agent and hold Shareholders' Agent harmless against any loss, subject to liability or expense incurred without gross negligence, bad faith or willful misconduct on the limitation hereinabove, such appointment to be effective part of Shareholders' Agent and arising out of or in connection with the later acceptance or administration of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in ' Agent's duties hereunder and under the Escrow Fund. No bond shall be required Agreement, including the reasonable fees and expenses of the any legal counsel retained by Shareholders’ ' Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. The Shareholders' Agent shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf authorize delivery to any indemnified party of itself of any other Indemnified Person) relating to this Agreement or any amounts of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund Proceeds in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Personclaims, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) provide any consents hereunder, including and more generally to act with respect to any proposed settlement this Agreement and the disposition or other handling of any claims or agree all claims, rights and obligations arising hereunder and to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the his judgment of the Shareholders’ Agent 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 Shareholders shall be bound by all actions taken by the Shareholders’ ' Agent in connection with this Agreement, and the Escrow Agent, Actuate BV and Actuate shall be entitled to rely on any action or decision of the Shareholders' Agent in accordance herewith. (b) Such Shareholders' Agent may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror Actuate and the Person serving Escrow Agent. If Shareholders' Agent is for any reason unwilling or unable to serve as Shareholders' Agent during the term of this Agreement, Shareholders’ Agent; provided, however, that any person serving ' Agent may resign as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon shareholders' agent by giving ten at least thirty (30) days’ ' prior written notice to Acquiror, each of Actuate and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinaboveAgent, such appointment resignation to be effective the later of thirty (A30) immediately upon resignation of the prior Shareholders’ Agent or (B) days following the date the Shareholders’ Agent such notice is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundgiven. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his or her services, except for payment of the Shareholders' Agent's expenses. The Shareholders' Agent's expenses in connection with its duties hereunder may be satisfied from the Escrow Fund, but only to the extent that Escrow Proceeds remain following the satisfaction of all claims and the provision for any and all pending claims, and prior to distribution thereof. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders. (c) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as shareholders' agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall severally indemnify the Shareholders' Agent and hold the Shareholders' Agent harmless against any loss, liability or expense incurred without bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder. (d) The Shareholders' Agent shall have reasonable access to information about Actuate BV and its Subsidiaries, any claim, any damages and the indemnified parties and the reasonable assistance of Actuate BV's and its Subsidiaries' officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any non-public information from or about Actuate BV or its Subsidiaries to anyone other than Actuate and its officers, directors, employees and agents or the courts or arbitrators selected pursuant to Section 3.5 herein (except on a need-to-know basis to individuals who agree to treat such information confidentially). (e) A decision, act, consent or instruction of the Shareholders' Agent, taken in the manner set forth in this Agreement, shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each such Shareholder, and the Escrow Agent and Actuate may rely upon any decision, act, consent or instruction of the Shareholders' Agent taken in such manner as being the decision, act, consent or instruction of each and every such Shareholder.

Shareholders' Agent. (a) At the ClosingAgreement Date, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇▇ ▇▇▇▇ shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “The Shareholders’ Agent” Agent shall mean be the agent for and on behalf of the Closing Company Shareholders Securityholders to: (i) execute, as the Shareholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Company Securityholder, to or from Acquiror Acquirer (on behalf of itself of or any other Indemnified Person) relating to this Agreement or any of the transactions Transactions and any other matters contemplated hereby by this Agreement or thereby by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders each Company Securityholder individually); , (iiiii) enter into this Agreementreview, the General Escrow Agreement negotiate and the Separate Escrow Agreement agree to and authorize deliveries Acquirer to the Indemnified Persons reclaim an amount of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); ) pursuant to this Article IX, (iiiiv) object to such claims pursuant to Section 9.6, (ivv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to, such claims; (v) provide , resolve any consents hereundersuch claims, including take any actions in connection with respect to any proposed settlement the resolution of any claims dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Company Securityholder or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Securityholders, (vii) consent or agree to any amendment to this Agreement, Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Securityholders (other than with respect to the payment and issuance of the Purchase Consideration less the Cash Escrow Amount) in accordance with the terms hereof and in the manner provided herein and (viviii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Acquirer and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇ as the Shareholders’ Agent and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Company Securityholder 66 and has having the duties, power and authority provided for in this Section 9.7. The Company Securityholders shall be bound by all actions taken and documents executed by the Shareholders’ Agent in connection with this Article IX, and Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Shareholders’ Agent. The Person serving as the Shareholders’ Agent may be removed or replaced from time to time time, or if such Person resigns from its position as the Shareholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then on deposit held in the Escrow Fund upon not less than ten 30 days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAcquirer. No bond shall be required of the Shareholders’ Agent. For the purpose of this Section 9.7, on the Agreement Date, each Converting Holding and the Shareholders’ Agent shall receive no compensation execute a power of attorney in the form reasonably required by Acquirer. (b) The Shareholders’ Agent shall not be liable to any Company Securityholder for any act done or omitted hereunder as the Shareholders’ Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. The Shareholders’ Agent shall serve as the Shareholders’ Agent without compensation; provided that the Company Securityholders shall severally but not jointly indemnify the Shareholders’ Agent and hold him harmless against any loss, Liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Shareholders’ Agent and arising out of, resulting from or in connection with the acceptance or administration of his servicesduties hereunder, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Shareholders’ Agent. If not paid directly to the Shareholders’ Agent by the Company Securityholders, such losses, Liabilities or expenses may be recovered by the Shareholders’ Agent from the portion of the Escrow Fund otherwise distributable to the Company Securityholders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) on or after the Escrow Release Date pursuant to the terms hereof, at the time of distribution, and such recovery will be made from the Company Securityholders according to their respective Consideration Pro Rata Shares of such losses, Liabilities or expenses. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’ Agent that is within the scope of the Shareholders’ Agent’s authority under Section 9.7(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Securityholders and shall be final, binding and conclusive upon each such Company Securityholder; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Securityholder. Acquirer, the Company and the Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Shareholders’ Agent.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall be constituted and appointed as agent (the "Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) Sellers and the Principals to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorise delivery to this Agreement or any the Purchaser of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund Shares in satisfaction of claims asserted any Claim for Indemnification by Acquiror (on behalf of itself or any other Indemnified Personthe Purchaser, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch Claim for Indemnification, and (vi) to take all actions necessary or appropriate in the judgment judgement of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund Shares from time to time upon not less than ten days’ (10) Business Days' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundPurchaser. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Sellers and the Principals. The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgement, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers and the Principals shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. The Shareholders' Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, PROVIDED that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all Sellers and Principals and shall be final, binding and conclusive upon each such Seller or Principal, and the Escrow Agent and the Purchaser may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Seller and Principal. The Escrow Agent and the Purchaser are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent.

Shareholders' Agent. (a) At ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the Closing"Shareholder's Agent") shall act as agent of the undersigned through whom all actions by the Shareholders of the Company relating to the Reorganization Agreement and the transactions contemplated thereby are to be taken by the Shareholders. In the event of the death, VenGrowth Private Equity Partners Inc. incapacity or resignation of the Shareholder's Agent, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be constituted become and appointed act as the Shareholders’ Shareholder's Agent. For purposes of this Agreement, the term “Shareholders’ Agent” The Shareholder's Agent shall mean the agent for have full power and authority to act on behalf of the Closing undersigned with respect to such matters and the undersigned shall be bound thereby. The undersigned shall not be entitled to act independently with respect to any action relating to the Reorganization Agreement, the Plan of Merger, the Stock Transfer Agreement and the transactions contemplated thereby and any such actions shall be taken solely by the Shareholder's Agent. This Agreement shall not restrict, limit or negate the authority of the Board of Directors of the Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (act on behalf of itself the Company and the Shareholders prior to the Effective Time. (b) Although the board of directors of Intelligent Design Systems, Inc. ("IDS") declared a stock dividend of the shares of the company issuable to the shareholders of IDS on December 9, 1998, no stock certificates of the Company have been issued and the dividend has been recorded solely on the books of IDS and the Company. In order to facilitate the transaction and eliminate a need for the issuance of separate stock certificates to each shareholder of IDS to be returned in exchange for the shares to be issued by Parent pursuant to the Merger, the Shareholder's Agent is authorized on behalf of the undersigned to receive a single stock certificate issued to the Shareholder's Agent, as agent for the undersigned and all other shareholders of the Company in the aggregate amount of the shares of the Company issued pursuant to the stock dividend and to submit such stock certificate for delivery and cancellation in connection with the Merger in exchange for stock certificates of the Parent to be issued to each shareholder of the Company. The Shareholder's Agent is hereby appointed as agent and attorney in fact for the undersigned to execute and deliver any and all endorsements, stock powers or similar transfer documents as may be necessary or convenient in the discretion of the Shareholder's Agent to accomplish any of the transactions contemplated by the Reorganization Agreement. The Shareholder's Agent is authorized to take all other actions in connection with the Merger as may be necessary or convenient to implement the Merger. (c) Upon receipt of the Merger Shares of Parent issued to the undersigned, the Shareholder's Agent shall promptly distribute such Merger Shares to the undersigned. (d) The Shareholder's Agent shall not be responsible in any manner whatsoever for any failure or inability of Parent, or of anyone else, to deliver the Merger Shares to the Shareholder's Agent or otherwise to honor any of the provisions of this Agreement or the Reorganization Agreement. (e) The Shareholder's Agent shall be fully protected in acting on and relying upon any written notice, direction, request, waiver, notice, consent, receipt or other paper or document in which he in good faith believe to be genuine and to have been signed or presented by the proper party or parties. (f) The Shareholder's Agent shall not .be liable for any error of judgment. or any act done or step taken or omitted by him in good faith or for any mistake in fact or law, or for anything which they may do or refrain from doing in connection herewith, except for his own bad faith, willful misconduct or gross negligence. (g) The Shareholder's Agent may seek the advice of legal counsel at the expense of the Company in the event of any dispute or question as to the construction of any of the provisions of this Agreement or the Reorganization Agreement or his duties hereunder or thereunder, and he shall incur no liability and shall be fully protected with respect to any action taken, omitted or suffered by him in good faith in accordance with the opinion of such counsel. (h) If a controversy arises between one or more of the parties hereto, or between any of the parties hereto and any person not a party hereto, as to whether or not, or to whom, the Shareholder's Agent shall deliver Merger Shares or as to any other Indemnified Person) matter arising out of or 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Reorganization Agreement, the General Escrow Agreement Shareholder's Agent shall not be required to determine such controversy and need not make any delivery but may retain the Separate Escrow Agreement and authorize deliveries same until the rights of the parties to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted dispute shall have finally been determined by Acquiror (on behalf of itself agreement or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders final order of a majority in interest court of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agentcompetent jurisdiction; provided, however, that the time for appeal of any person serving such final order has expired without an appeal having been made. The Shareholder's Agent shall be entitled to assume that no such controversy has arisen unless he has received a written notice that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. The undersigned will jointly and severally with all other Shareholders reimburse and indemnify the Shareholder's Agent for, and hold him harmless against, any loss, liability or expense, including, but not limited to, reasonable counsel fees and accounting fees incurred without bad faith, willful misconduct or gross negligence on his part, arising out of or in connection with his acceptance of, or the performance of, his duties and obligations under this Agreement and the Reorganization Agreement as well as the Shareholders’ Agent shall not be an employee reasonable costs and expenses of Acquiror defending against any claim or any subsidiary thereof. The Shareholders’ Agent shall have liability arising out of or relating to this Agreement or the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his servicesReorganization Agreement.

Shareholders' Agent. Each Shareholder hereby appoints JMasel ------------------- as his, her or its representative (athe "Shareholders' Agent") At and the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent attorney- in-fact for and on behalf of each such Shareholder, and the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself taking by the Shareholders' Agent of any other Indemnified Person) relating and all actions and the making of any decisions required or permitted 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 notice or communication shall be given or received taken by such shareholders individually); (ii) enter into him under this Agreement, the General Share Purchase Indemnification Escrow Agreement and the Separate Registration Rights Agreement, including the exercise of the power to (i) execute the Share Purchase Indemnification Escrow Agreement and the Registration Rights Agreement, (ii) authorize deliveries delivery to Parent of the Indemnified Persons of cash from the Share Purchase Indemnification Escrow Fund Amount, or any portion thereof, in satisfaction of claims any Survival Period Indemnification Claims asserted by Acquiror (on behalf prior to the first anniversary of itself or any other Indemnified Personthe Closing Date, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, of and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of Survival Period Indemnification Claims, (iv) resolve any claims or agree to any amendment to this Agreement, Survival Period Indemnification Claims and (viv) take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoingforegoing and all of the other terms, in conditions and limitations of this Agreement, the Share Purchase Indemnification Escrow Agreement and the Registration Rights Agreement. Accordingly, the Shareholders' Agent has unlimited authority and power to act on behalf of and conclusively and finally bind each case without having Shareholder with respect to seek this Agreement, the Registration Rights Agreement and the Share Purchase Indemnification Escrow Agreement and the disposition, settlement or obtain the consent other handling of any Person under any circumstanceall Survival Period Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The Person serving as Shareholders will be bound by all actions taken by the Shareholders’ ' Agent may in connection with this Agreement, the Share Purchase Indemnification Escrow Agreement or the Registration Rights Agreement, and Parent shall be replaced from time entitled to time by the holders of a majority in interest rely on any action or decision of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ ' Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ ' Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the right to resign upon giving ten days’ prior written notice to Acquirorauthenticity thereof), and a new Person shall be appointed by nor for any other action or inaction, except his or her own willful misconduct. In all questions arising under this Agreement, the holders of a majority in interest of Registration Rights Agreement or the cash then on deposit in the Share Purchase Indemnification Escrow FundAgreement, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ ' Agent is appointed by may rely on the holders advice of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agentcounsel, and the Shareholders’ ' Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Shareholders' Agent based on such advice. The Shareholders' Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him or her. At any time, Shareholders entitled to receive 51% or more of the Parent Shares, determined at the Closing Date, may appoint a new Shareholders' Agent by written consent by sending notice and a copy of the written consent appointing such new Shareholders' Agent signed by such Shareholder to Parent, the Shareholder's Agent, each of the other Shareholders and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and the Escrow Agent. The Shareholders shall receive no compensation jointly and severally indemnify the Shareholder's Agent for any loss, liability or expense incurred by the Shareholders Agent (other than from willful misconduct or gross negligence) arising in connection with the acceptance or administration of his servicesduties hereunder. Parent shall grant Shareholders' Agent reasonable access to information about the Parent and the Company and reasonable assistance from Parent's and the Company's officers and directors for purposes of performing his duties hereunder, subject to standard confidentiality obligations by the Shareholders Agent.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall Herb▇▇▇ ▇▇▇▇▇ ▇▇▇ll be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) Target shareholders to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Acquiror Common Stock or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Escrow Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent and Escrow Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇ ▇. ▇▇▇▇ shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Target Shareholders to: (i) to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Acquiror Common Stock, cash or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ ' prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target Shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a1) At the Closing, VenGrowth Private Equity Partners Inc. shall Moha▇▇▇▇ ▇▇▇▇▇ ▇▇▇ll be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ("SHAREHOLDERS' AGENT") for and on behalf of the Closing Company Inlogic Shareholders to: (i) to give and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into under this Agreement, to authorize delivery to Dale▇▇ ▇▇ the General Indemnity Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash Shares or other property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonDale▇▇, including by not objecting to such claims); (iii) ▇▇ object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment judgement of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Indemnity Escrow Fund from time to time upon not less than ten 10 days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereofDale▇▇. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No ▇▇ bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Inlogic Shareholders for this Agreement and for the other agreements contemplated hereby. (2) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgement, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Inlogic Shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (3) The Shareholders' Agent shall have reasonable access to information about Inlogic and the reasonable assistance of Inlogic's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Inlogic to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes By virtue of their approval of this Agreement, the term “Shareholders’ Agent” Seller’s shareholders shall mean have approved, among other matters, the indemnification and escrow terms set forth in Sections 1 and 9 and the expense reimbursement provisions in Section 10.4 and shall irrevocably appoint the Seller as their agent for purposes of Section 9 and on behalf of the Closing Company Shareholders to: (i) Section 10.4 to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except authorize delivery to the extent that this Agreement expressly contemplates that any such notice Purchasers cash or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash other property from the Escrow Fund (as defined in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Personthe Escrow Agreement), including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementindemnification Claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent Seller for the accomplishment of the foregoing. The Seller hereby accepts his appointment as the agent of the shareholders of the Seller as provided in this Section 10.1. The Purchasers shall be entitled to deal exclusively with the Seller on all matters relating to Section 9, in each case and shall be entitled to rely conclusively (without having to seek or obtain the consent further evidence of any Person under kind whatsoever) on any circumstance. The Person serving as the Shareholders’ Agent may document executed or purported to be replaced from time to time executed on behalf of any Seller shareholder by the holders Seller, and on any other action taken or purported to be taken on behalf of a majority in interest any Seller shareholder by the Seller, as fully binding upon such Seller shareholder. If the Seller shall become disabled or otherwise be unable to fulfill its responsibilities as agent of the cash Seller shareholders, then on deposit in the Escrow Fund upon not less than Seller shareholders shall, within ten days’ prior written notice to Acquiror and days after such disability, appoint a successor agent and, promptly thereafter, shall notify the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest Purchasers of the cash then on deposit in identity of such successor. Any such successor shall become the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation agent of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders Shareholders for purposes of a majority in interest of the cash then on deposit in the Escrow FundSection 9 and this Section 10.1. No bond shall be required for the agent of the Shareholders. If for any reason there is no Shareholders’ Agentagent at any time, and all references herein to the Shareholders’ Agent agent shall receive no compensation be deemed to refer to the Indemnitors. The Seller shall not be responsible for any act done or omitted thereunder as Shareholders’ agent while acting in good faith and in the exercise of reasonable judgment. By virtue of their approval of this Agreement, the Seller’s shareholders hereby agree to pay (i) the reasonable fees of the Seller relating to his servicesservices performed in such capacity, and (ii) all reasonable costs and expenses, including those of any legal counsel or other professional retained by the Seller, in connection with the acceptance and administration of the Seller’s duties hereunder. Subject to the prior right of Parent to make claims for Indemnifiable Damages, the Seller shall have the right to recover from the Escrow Fund prior to any distribution to the Seller’s shareholders, any reasonable fees, costs and expenses, including those of any legal counsel or other professional retained by the Seller, in connection with the performance, acceptance and administration of the Seller’s duties hereunder.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. The Shareholders' Agent shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) Series D-1 Holders to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Parent of the transactions and Parent Shares or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (Parent Indemnified Parties, to object to such deliveries, to make claims on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims the Shareholders pursuant to Section 9.611.3(b), (iv) consent or to agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundParent. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his or her services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Series D-1 Holders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholder' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Series D-1 Holders shall severally indemnify and hold the Shareholders' Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall Thom▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) Shareholder Indemnitors to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Buyer of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash Shares from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonBuyer, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundBuyer. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services, provided, however that the Shareholder Agent shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in serving in this capacity from the Escrow Fund. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholder Indemnitors. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholder' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholder Indemnitors shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about the Surviving Corporation, and Buyer will not preclude the Shareholders' Agent from relevant discussions with former officers and other employees of Company, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Surviving Corporation to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. Fortis Advisors LLC shall be constituted and appointed as the Shareholders’ AgentAgent by virtue of the Company Shareholders’ execution of this Agreement or a Joinder Agreement and without any further action of any of the Company Shareholders or the Company. For The Shareholders’ Agent shall be the representative, exclusive agent and attorney-in-fact for all purposes of in connection with this Agreement, the term “Escrow Agreement, the Paying Agent Agreement, the Shareholders’ Agent” shall mean the agent Agent Engagement Agreement and any agreements ancillary hereto and thereto for and on behalf of the Closing Company Shareholders Indemnifying Parties including without limitation to: (i) execute, as the Shareholders’ Agent, this Agreement, the Escrow Agreement, the Paying Agent Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices notices, instructions and communications permitted or required under this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Party, to or from Acquiror Acquirer (on behalf of itself of or any other Indemnified Person) relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any of the transactions Transactions and any other matters contemplated hereby by this Agreement or thereby by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders each Indemnifying Party individually); , (iiiii) enter into this Agreementreview, the General Escrow Agreement negotiate and the Separate Escrow Agreement agree to and authorize deliveries Acquirer to the Indemnified Persons of cash reclaim funds from the Escrow Fund in satisfaction of claims asserted by Acquiror Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); ) pursuant to this ARTICLE 9, (iiiiv) object to such claims pursuant to Section 9.6, (ivv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to, such claims; (v) provide , resolve any consents hereundersuch claims, including take any actions in connection with respect to any proposed settlement the resolution of any claims dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Parties, (vii) consent or agree to any amendment to this Agreement, Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Parties in accordance with the terms hereof and in the manner provided herein and (viviii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Shareholders’ Agent shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement, the Paying Agent Agreement and in the Shareholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Shareholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Shareholders’ Agent shall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or other party. Acquirer and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Shareholders’ Agent, or any subsequent appointee, and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Party and as having the duties, power and authority provided for in this Section 9.7. The Indemnifying Parties and their successors shall be bound by all actions taken and documents executed by the Shareholders’ Agent in accordance with this Agreement, the Escrow Agreement the Paying Agent Agreement or the Shareholders’ Agent Engagement Agreement as if expressly confirmed and ratified in writing by the Indemnifying Parties, all defenses which may be available to any Indemnifying Party to contest, negate or disaffirm the action of the Shareholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Shareholders’ Agent Engagement Agreement are waived, and Acquirer and the other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Shareholders’ Agent. The powers, immunities and rights to indemnification granted to the Shareholders’ Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Escrow Fund. The Shareholders’ Agent may resign at any time. The Person serving as the Shareholders’ Agent may be removed or replaced from time to time time, or if such Person resigns from its position as the Shareholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then on deposit held in the Escrow Fund (or, in the event that there is no cash then held in the Escrow Fund by the Indemnifying Parties collectively having an Pro Rata Share greater than 50%) upon not less than ten 30 days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAcquirer. No bond shall be required of the Shareholders’ Agent. (b) Certain Indemnifying Parties have entered into an engagement agreement (the "Shareholders’ Agent Engagement Agreement") with the Shareholders’ Agent to provide direction to the Shareholders’ Agent in connection with its services under this Agreement, the Escrow Agreement and the Shareholders’ Agent Engagement Agreement (such Indemnifying Parties, including their individual representatives, collectively hereinafter referred to as the "Advisory Group"). Neither the Shareholders’ Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the "Shareholders’ Agent Group"), will incur liability of any kind with respect to any action or omission by the Shareholders’ Agent in connection with the Shareholders’ Agent’s services pursuant to this Agreement, the Escrow Agreement, the Paying Agent Agreement the Shareholders’ Agent Engagement Agreement and any agreements ancillary hereto and thereto, except in the event of liability directly resulting from the Shareholders’ Agent’s gross negligence, bad faith or willful misconduct. The Shareholders’ Agent Group shall not be liable for any action or omission pursuant to the advice of counsel. The Indemnifying Parties severally (based on such Indemnifying Party’s Pro Rata Share) will indemnify, defend and hold harmless the Shareholders’ Agent Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs, judgments, amounts paid in settlement and expenses (including the fees and expenses of counsel and experts and their staffs, all expense of document location, duplication and shipment and in connection with seeking recovery from insurers) (collectively, "Agent Loss") arising out of or in connection with the Shareholders’ Agent’s execution and performance of this Agreement, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement and any agreements ancillary hereto and thereto, in each case as such Agent Loss is suffered or incurred; provided, that in the event that any such Agent Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Agent, the Shareholders’ Agent will reimburse the Indemnifying Parties the amount of such indemnified Agent Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Agent by the Indemnifying Parties, any such Agent Losses may be recovered by the Shareholders’ Agent from the Shareholders’ Agent Expense Amount and, after it is depleted, from the portion of the Escrow Fund otherwise distributable to the Indemnifying Parties (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) on the Escrow Release Date pursuant to the terms hereof, at the time of distribution; provided, that while this section allows the Shareholders’ Agent to be paid from the aforementioned sources of funds, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Agent Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Agent from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Agent be required to advance its own funds on behalf of the Indemnifying Parties or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Paying Agent Agreement, the Shareholders’ Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Shareholders’ Agent shall not be required to take any action unless the Shareholders’ Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Shareholders’ Agent against the costs, expenses and liabilities which may be incurred by the Shareholders’ Agent in performing such actions. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Indemnifying Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Agent under this section. The foregoing indemnities and immunities will survive the Closing, the resignation or removal of the Shareholders’ Agent or any member of the Advisory Group and/or the termination of this Agreement, the Escrow Agreement and the Paying Agent Agreement. (c) The Shareholders’ Agent Expense Fund will be used: (i) for the purposes of paying directly, or reimbursing the Shareholders’ Agent for, any Agent Losses pursuant to this Agreement, the Escrow Agreement, the Paying Agent Agreement, the Shareholders’ Agent Engagement Agreement and the agreements ancillary hereto and thereto, or (ii) as otherwise determined by the Advisory Group. The Indemnifying Parties will not receive any interest or earnings on the Shareholders’ Agent Expense Fund and irrevocably transfer and assign to the Shareholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Agent is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Shareholders’ Agent Expense Fund other than as a result of its gross negligence or willful misconduct. The Shareholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Shareholders’ Agent Expense Fund and has no compensation tax reporting or income distribution obligations. Subject to Advisory Group approval, the Shareholders’ Agent may contribute funds to the Shareholders’ Agent Expense Fund from any consideration otherwise distributable to the Indemnifying Parties. The Shareholders’ Agent will hold these funds separate from its corporate funds, will not use these funds for his servicesits operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders’ Agent’s responsibilities, the Shareholders’ Agent will deliver any remaining balance of the Shareholders’ Agent Expense Fund to the Paying Agent for further distribution to the Indemnifying Parties. (d) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’ Agent under Section 9.7 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction all the Indemnifying Parties and shall be final, binding and conclusive upon each such Indemnifying Party; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Indemnifying Party.

Shareholders' Agent. (a) At In the Closingevent that the Merger is approved by the shareholders of Synchrologic, VenGrowth Private Equity Partners effective upon such vote, and without further act of any stockholder of Synchrologic, Grotech Advisory Services, Inc. shall be constituted and appointed as agent and attorney-in-fact (the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” ”) for each stockholder of Synchrologic (except such shareholders of Synchrologic, if any, as shall mean have perfected their appraisal or dissenters’ rights under Georgia Law). The Shareholders’ Agent shall have the agent authority to act for and on behalf of the Closing Company Shareholders to: (i) Former Synchrologic Shareholders, including, without limitation, to give and receive notices and communications communications, to or from Acquiror (act on behalf of itself of the Former Synchrologic Shareholders with respect to any other Indemnified Person) relating to matters arising under this Agreement or any the Transaction Documents, to authorize delivery to Pumatech of the transactions and Escrow Shares or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreementproperty, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons including shares of cash Pumatech Common Stock, from the Escrow Fund Fund, and any other funds and property in its possession in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonPumatech, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts with respect toand awards of courts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent shall for all purposes be deemed the sole authorized agent of the Former Synchrologic Shareholders until such time as the agency is terminated. Such agency may be changed by the Former Synchrologic Shareholders from time to time upon not less than 30 days prior written notice to Pumatech; provided, however, that the Shareholders’ Agent may not be replaced from time removed unless holders of a two-thirds interest in the Escrow Fund agree to time such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in the position of Shareholders’ Agent may be filled by Table of Contents approval of the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not receive no compensation for its services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Former Synchrologic Shareholders during the term of the agency. (b) The Shareholders’ Agent shall not incur any liability with respect to any action taken or suffered by it or omitted hereunder as Shareholders’ Agent. The Shareholders’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered by the Shareholders’ Agent based on such advice and the Shareholders’ Agent shall not be liable to anyone. The Shareholders’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no other covenants or obligations shall be implied under this Agreement against the Shareholders’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders’ Agent determined by it to be reasonably necessary to carry out the purposes of its obligations. The Former Synchrologic Shareholders shall severally and pro rata, in accordance with their respective Pro Rata Portions, indemnify the Shareholders’ Agent and hold him or her harmless against any loss, liability or expense incurred on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of his servicesor her duties under this Agreement or the Escrow Agreement. (c) The Shareholders’ Agent shall have reasonable access to information about Synchrologic and Pumatech and the reasonable assistance of Synchrologic’s and Pumatech’s officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders’ Agent shall treat confidentially and not disclose any nonpublic information from or about Synchrologic or Pumatech to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) A decision, act, consent or instruction of the Shareholders’ Agent shall constitute a decision, act, consent or instruction of all of the Former Synchrologic Shareholders for whom shares of Pumatech Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Former Synchrologic Stockholder, and the Escrow Agent. Pumatech may rely upon any such decision, act, consent or instruction of the Shareholders’ Agent as being the decision, act, consent or instruction of every such stockholder of Synchrologic. The Escrow Agent and Pumatech are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders’ Agent. (e) The Shareholders’ Agent shall be reimbursed for any fees or expenses payable or incurred by the Shareholders’ Agent in connection with the Merger Agreement or any claim for indemnification under the Merger Agreement (including any disputes with respect to such claims) and any loss, liability or expense of the Shareholders’ Agent that is subject to the indemnification obligations of the Former Synchrologic Shareholders pursuant to Section 10.10(b) hereof, up to an aggregate amount of $500,000, and such fees and expenses shall be payable to the Shareholders’ Agent by the delivery of the number of Escrow Shares having a value, based on the Average Closing Price, equal to the amount of such fees, losses, liabilities or expenses, and such delivery shall rank senior to the delivery of any Escrow Shares to the Pumatech Indemnified Parties. Any such fees, losses, liabilities or expenses in excess of $500,000 shall be payable to the Shareholders’ Agent directly by the Former Synchrologic Shareholders in accordance with the provisions of Sections 10.9(c) and 10.10(b) hereof.

Shareholders' Agent. (a) At By approving the Closing, VenGrowth Private Equity Partners Inc. shall be constituted Merger and appointed as the Shareholders’ Agent. For purposes of adopting and approving this Agreement, each shareholder of the term “Company has designated, and approved the designation of, ▇▇▇▇▇▇▇ ▇▇▇▇, M.D. and ▇▇▇▇ van der Burg to jointly act as the agent for all shareholders of the Company and holders of Vested Options (the "Shareholders’ ' Agent” shall mean ") and as the attorney in fact and agent for and on behalf of the Closing Company Shareholders to: company shareholders and holders of Vested Options with respect to the taking any an all actions and the making of any decisions required or permitted to be taken by the Shareholders' Agent under this Agreement and the Escrow Agreement, including without limitation the power to (i) give and receive notices and communications to arbitrate, resolve, settle or from Acquiror (on behalf of itself of compromise any other Indemnified Person) relating to this Agreement dispute regarding indemnification claims or any matters arising out of the transactions calculation of the Cash Shortfall Amount and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); Initial Per Share Amount and (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing, in . Each shareholder of the Company and each case without having to seek or obtain the consent holder of any Person under any circumstance. The Person serving as Vested Options will be bound by all actions taken and all documents executed by the Shareholders’ ' Agent may in connection with any of the foregoing matters. In performing the functions specified in this Agreement, the Shareholders' Agent will not be replaced from time liable to time by any shareholder of the Company or holder of Vested Options in the absence of fraud or willful misconduct on the part of the Shareholders' Agent. If the Shareholders' Agent shall resign or become unable to fulfill his or her duties as such, then the Person with the then largest interest in the Contingent Payment Obligations who is willing to appoint a new Shareholders' Agent shall be entitled to make such appointment. Expenses of the Shareholders' Agent shall be the obligation of the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; Company Shares, provided, however, that any person serving as the Surviving Corporation will, until the earlier of (i) the achievement of Milestone #1, or (ii) January 1, 2004, pay on such holders' behalf (up to a maximum of $250,000) to the Shareholders’ ' Agent shall not be an employee the actual, reasonable fees of Acquiror or any subsidiary thereof. The such Shareholders’ ' Agent shall have as such fees are incurred, provided, further, that the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person Surviving Corporation shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject entitled to the limitation hereinabove, deduct any such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) advanced fees from any Contingent Payment due after the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his servicesany such advance.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted By virtue of their execution and appointed as the Shareholders’ Agent. For purposes delivery of this Agreement, the term “Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders’ ' Agent” shall mean the agent for and on behalf , s▇▇▇▇▇▇ to change by a majority of the Closing Company Shareholders to: (i) Pooling Shareholders, to give and receive notices and communications communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, cash or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonFund, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoingforegoing subject to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, in each case two votes; William Reed, one vote; Eric Ka▇▇▇▇▇, ▇▇▇ ▇ote; Robert ▇▇▇▇▇▇, ▇ne vote, ▇▇▇▇▇▇▇▇▇▇▇▇ing the for▇▇▇▇▇▇ the Shareholder's Agent shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without having to seek or obtain the consent prior approval by a majority vote of any Person under any circumstancethe named Pooling Shareholders. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ ' Agent shall not be an employee responsible for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of Acquiror or any subsidiary thereofreasonable judgment. The Shareholders’ ' Agent shall have be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required part of the Shareholders’ Agent, ' Agent and arising out of or in connection with the acceptance or administration of the Shareholders’ Agent shall receive no compensation for his services' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agent.

Shareholders' Agent. The Designated Shareholders hereby irrevocably appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as their agent for purposes of Section 7 (a) At the Closing"Shareholders' Agent"), VenGrowth Private Equity Partners Inc. who shall be constituted also have been appointed as Shareholders' Agent by the Non-Designated Shareholders in the Shareholders' Agreement, and appointed ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby accepts his appointment as the Shareholders’ ' Agent. For purposes Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 7, and shall be entitled to rely conclusively (without further evidence of this Agreementany kind whatsoever) on any document executed or purported to be executed on behalf of any Designated Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Designated Shareholder by the Shareholders' Agent, as fully binding upon such Designated Shareholder. In the event of death, disability, incompetency or resignation of the original Shareholders' Agent, the term “Designated Shareholders shall, within thirty (30) days after notice from Parent, by a majority-in-interest designate another successor Shareholders’ ' Agent or agents, as the case may be (the "Successor Shareholders' Agent” ") who shall mean have all of the agent rights, powers and authority conferred to the Shareholders' Agent pursuant to this Agreement and who shall have been appointed Shareholders' Agent pursuant to Section 6.1 of the Shareholder's Agreement. Notwithstanding the foregoing, if the Designated Shareholders fail to designate such Shareholders' Agent(s) within such thirty (30) day period, Parent shall be entitled to designate the Successor Shareholders' Agent for and on behalf of all of the Closing Designated Shareholders, which Person shall be independent of Parent or its Affiliates or subsidiaries (except that Parent may pay the fees charged and expenses incurred by such Person in the event the Company Shareholders to: (ifail to perform the obligations set forth in Section 11(a) give and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries such amounts shall be added as recoverable expenses of Parent). If for any reason there is no Shareholders' Agent at any time, all references herein to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ ' Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right deemed to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject refer to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Designated Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇▇ ▇▇▇▇ shall be constituted and appointed act as the agent for the shareholders of the Company and the Eligible Employees in connection with the transactions contemplated by this Agreement (the "Shareholders’ ' Agent"). For purposes The Indemnitors (other than the Eligible Employees) (by virtue of their execution and/or approval of this Agreement) and the Eligible Employees (by virtue of their execution of the Indemnification and Post-Closing Payment Agreement) irrevocably appoint the Shareholders' Agent as their agent and attorney, in the case of the Selling Shareholders for purposes of Section 1.4, and in the case of the Eligible Employees for purposes of Section 5.4 and in the case of the Indemnitors for purposes of Section 6, and the Shareholders' Agent hereby accepts such appointment. Purchaser shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 1.4, 5.4 and 6, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders' Agent, as fully binding upon such Indemnitor. By virtue of the execution and/or approval of this Agreement or the execution of the Indemnification and Post-Closing Payment Agreement, the term “Indemnitors grant to the Shareholders’ Agent” shall mean the agent for ' Agent full authority to execute, deliver, acknowledge, certify and file on behalf of the Closing Company Shareholders to: Indemnitors (in the name of any or all of the Indemnitors or otherwise) any and all documents and take any actions that the Shareholders' Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, and, in the case of any document, in such forms and containing such provisions as the Shareholders' Agent may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by Section 7.1(a). The Indemnitors recognize and intend that the power of attorney granted in Section 7.1(a): (i) give is coupled with an interest and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually)is irrevocable; (ii) enter into may be delegated by the Shareholders' Agent; and (iii) shall survive the death or incapacity of each of the Indemnitors. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities hereunder, the Indemnitors shall, by consent of (i) the Selling Shareholders that held at least a majority of the shares of Company Share Capital (calculated on an as converted to ordinary share basis) immediately prior to the Closing Date, and (ii) the Indemnitors that held at least a majority of the shares of Company Share Capital immediately prior to the Closing Date (calculated on an as-converted-to-ordinary share basis) within ten days after such death or disability, appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. By virtue of the execution and/or approval of this Agreement or the execution of the Indemnification and Post-Closing Payment Agreement, the General Escrow Indemnitors severally agree to indemnify and hold harmless the Shareholders' Agent against any and all liabilities, losses, damages, claims, costs or expenses incurred by the Shareholders' Agent without gross negligence, bad faith or willful misconduct in carrying out his duties under this Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from under the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of By executing this Agreement, each Company Shareholder hereby appoints the term “Shareholders’ Agent” ' Agent as of the date of this Agreement for all purposes in connection with this Agreement and the agreements ancillary hereto. Without limiting the foregoing, the Shareholders' Agent shall mean be the representative, agent and attorney-in-fact for and on behalf of the Closing Company Shareholders Securityholders as of the date of this Agreement with the power and authority to: (i) execute, as the Shareholders' Agent, any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Company Shareholder, to or from Acquiror Buyer (on behalf of itself of or any other Indemnified PersonCompany Shareholder) relating to this Agreement or any of the transactions Transactions and any other matters contemplated hereby or thereby (except to the extent that by this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonTransaction Document, including by not objecting to such claims); (iii) object to such handle any indemnification claims pursuant to Section 9.6, (iv) consent for or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements on behalf each of the Company Shareholders. The Company Shareholders shall be bound by all actions taken and compromises ofdocuments executed by the Shareholders' Agent on their behalf, and comply with orders of courts with respect to, such claims; (v) provide ▇▇▇▇▇ and other Company Shareholders shall be entitled to rely exclusively on any consents hereunder, including with respect to any proposed settlement of any claims action or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment decision of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance' Agent. The Any Person serving as the Shareholders’ ' Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Shareholders' Agent (which it may do any time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten 30 days’ prior written notice to Acquiror the Company Shareholders and the Person other Persons serving as the Shareholders’ ' Agent; provided), howeverthen a successor may be appointed, by the Company Shareholders collectively having a Pro Rata Share that any person serving as the Shareholders’ Agent shall is greater than 50% upon not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving less than ten (10) days’ prior written notice to Acquiror, and a new Person Buyer. (b) The Shareholders' Agent shall not be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject liable to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent any Company Shareholder for any act done or (B) the date omitted hereunder as the Shareholders’ ' Agent is appointed by while acting in good faith and without willful misconduct. The Shareholders' Agent shall serve as the holders of a majority in interest of Shareholders' Agent without compensation; provided, that the cash then Company Shareholder shall severally but not jointly indemnify the Shareholders' Agent and hold him/it harmless against any loss, liability or expense incurred without willful misconduct or bad faith on deposit in the Escrow Fund. No bond shall be required part of the Shareholders’ ' Agent and arising out of, resulting from or in connection with the acceptance or administration of its duties hereunder, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Shareholders' Agent. In no event will the Shareholders' Agent be required to advance its own funds on behalf of the Company Securityholders or otherwise. The powers, immunities and rights to indemnification granted to the Shareholders' Agent herein are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Shareholder and shall be binding on any successor thereto. (c) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’ ' Agent that is within the scope of the Shareholders' Agent’s authority hereunder shall receive no compensation constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Shareholder and shall be final, binding and conclusive upon each such Company Shareholders and its successors as if expressly confirmed and ratified in writing by such Company Shareholders; and each [Indemnified Person] shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Securityholders. The Company, Buyer and the [Indemnified Persons] are hereby relieved from any liability to any Person for his servicesany acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Shareholders' Agent.

Shareholders' Agent. (a) At The Shareholders hereby irrevocably nominate, constitute and appoint D▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as the Closingagent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), VenGrowth Private Equity Partners Inc. with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of executing any documents under this Agreement (including amendments thereto) and taking any actions in connection with any and all claims for indemnification because of a Breach for which the Principal Shareholders may be jointly and severally liable or with respect to which Parent, Acquisition Sub or the Company may be entitled to be paid under the Bank Guarantee ("Indemnification Matters"). D▇. ▇▇▇▇▇ ▇▇▇▇▇▇ hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be constituted and appointed construed as a valid representation of the Shareholders or the Principal Shareholders, as the case may be, only if such action is documented in writing, such document clearly indicates Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and ' Agent is acting on behalf of the Closing Company Shareholders to: (i) give or the Principal Shareholders, as the case may be, and receive notices and communications such document has been signed by the Shareholders' Agent. Notwithstanding anything to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to the contrary contained in this Agreement or any of the transactions Exhibits hereto: (1) Parent, Acquisition Sub and the Company shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters (and other matters contemplated hereby or thereby specifically set forth in this Agreement); and (except to the extent that this Agreement expressly contemplates that any such notice or communication 2) each Indemnitee shall be given entitled to rely conclusively on any document executed or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries purported to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 be executed with respect to any proposed settlement Indemnification Matter on behalf of any claims or agree to any amendment to this Agreement, Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (vi3) take all actions necessary shall survive the death or appropriate in the judgment incapacity of each of the Shareholders’ . (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in the Company Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent for the accomplishment and immediately thereafter notify Parent of the foregoing, in each case without having to seek or obtain the consent identity of any Person under any circumstancesuch successor. The Person serving as Any such successor shall succeed the Shareholders’ ' Agent may as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be replaced from time deemed to time refer to the Shareholders. (e) All expenses incurred by the holders Shareholders' Agent in connection with the performance of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving his duties as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ ' Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, borne and a new Person shall be appointed paid exclusively by the holders of a majority in interest of the cash then Shareholders on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his serviceswhatever basis they may agree among themselves.

Shareholders' Agent. The Shareholders’ Agent designated by the Shareholders’ Agent Agreement attached as Exhibit E (a) At the Closing“Shareholders’ Agent Agreement”), VenGrowth Private Equity Partners Inc. shall be constituted the designated agent of the Shareholders with authority to make all decisions and appointed as determinations and to take all actions (including giving consents and waivers to this Agreement) required or permitted hereunder on behalf of such Shareholders, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of such Shareholders, and any notice, document, certificate or information required to be given to any such Shareholder shall be deemed so given if given to Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment The appointment of the Shareholders’ Agent for the accomplishment 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 foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time on behalf of such Shareholders in all matters in which it has been granted authority pursuant to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice this Section 11.8 and pursuant to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent Agreement. All actions, decisions and instructions of the Shareholders’ Agent taken, made or given pursuant to the authority granted to the Shareholders’ Agent pursuant to this Section 11.8 and pursuant to the Shareholders’ Agent Agreement shall not be an employee of Acquiror or any subsidiary thereoffinal, conclusive and binding upon such Shareholders. The Shareholders’ Agent shall have the right will provide Buyer with notice of any material amendments to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed Agreement. Notwithstanding anything to the contrary set forth in this Agreement or the Shareholders’ Agent Agreement, any decision of the Shareholders with respect to (i) termination of this Agreement; or (ii) extension of the May 31, 2005 termination date shall be made by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of Requisite Holders and not the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the ClosingFrederick J. Kiko, VenGrowth Private Equity Partners Inc. in an individual capacity and not as a ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇eholder, shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Company's Shareholders and holders of Common Stock Options and Warrants and the Shareholders' Agent shall have the exclusive right, power and authority on their behalf, to: (ia) resolve and settle all claims and disputes relating to this Agreement and the Escrow Agreement, including, without limitation, claims and disputes over the amount of the Net Worth under Section 4.1(c) of this Agreement, claims for indemnification under Article XI of this Agreement and the disbursement of the Escrow Fund; (b) give and receive notices under Section 9.7 of this Agreement; (c) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of under the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement to authorize delivery to Pulse and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons Acquisition Corp. of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Personthem, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, deliveries; (ivd) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand, and represent all Shareholders and holders of Common Stock Options and Warrants at any, mediation and/or arbitration in connection with this Agreement and/or the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to, to such claims; (ve) provide any consents hereunder, including with respect take all other actions and exercise all other powers granted to any proposed settlement of any claims or agree to any amendment to the Shareholders' Agent in this Agreement, including any and all actions required or permitted to be taken by the Shareholders' Agent under the Escrow Agreement; and (vif) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundPulse. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders. Any resolution or settlement of any claims by the Shareholders' Agent shall be binding on each Principal, Shareholder and holder of Common Stock Options and Warrants who is a party to the claim (i.e., settlement of an indemnification claim) or is otherwise affected thereby (i.e., reaching agreement with Pulse regarding any adjustment). (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall jointly and severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about the Company or the Surviving Corporation and the reasonable assistance of the Surviving Corporation's officers and employees which is reasonably necessary for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company or the Surviving Corporation to anyone other than Shareholder's Agent's attorneys and professional advisors and other persons on a need to know basis who agree in advance thereof in writing to treat such information confidentially; provided that Pulse is made a third party beneficiary of any such confidentiality agreement.

Shareholders' Agent. (a) At Pursuant to the ClosingSelling Shareholders Agreement, VenGrowth Private Equity Partners Inc. shall be constituted each DBA Shareholder has approved the terms of this Agreement and the transactions contemplated hereby, and has constituted, appointed and empowered effective from and after the date of such approval of the Merger, EBCP as the Shareholders’ Agent. For purposes , for the benefit of the DBA Shareholders and the exclusive agent and attorney-in-fact to act on behalf of each DBA Shareholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include but not be limited to the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an DBA Shareholder, other than the unanimous written consent referred to in this Agreement, sentence) under this Agreement the term “Selling Shareholders Agreement or the Acquiror Promissory Note and the consummation of the transactions contemplated hereby or thereby as the Shareholders’ Agent” shall mean , in its sole discretion, may deem necessary or desirable; (ii) as the agent Shareholders’ Agent, to enforce and protect the rights and interests of the DBA Shareholders arising out of or under or in any manner relating to this Agreement the Selling Shareholders Agreement the Acquiror Promissory Note, the Acquiror Stock, the Integration Payment and the transactions provided for herein or therein, and to take any and all actions which the Shareholders’ Agent believes are necessary or appropriate thereunder for and on behalf of the Closing Company DBA Shareholders including, consenting to: , compromising or settling any such claims, conducting negotiations with the Acquiror, DBA and their respective representatives regarding such claims, and, in connection therewith, to (iA) give assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by the Acquiror, DBA or any other Person, or by any Governmental Authority against the Shareholders’ Agent and/or any of the DBA Shareholders, and receive notices and communications to or from Acquiror (process on behalf of itself of any other 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 all DBA Shareholders in any such notice claim, action, proceeding or communication investigation and compromise or settle on such terms as the Shareholders’ Agent shall determine to be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises ofappropriate, and comply with orders of courts give receipts, releases and discharges with respect to, any such claimsclaim, action, proceeding or investigation; (vC) provide file any consents hereunderproofs of debt, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 petitions as the Shareholders’ Agent may be replaced deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement or the Selling Shareholders Agreement; and (E) file and prosecute appeals from time to time by the holders of a majority any decision, judgment or award rendered in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as any such action, proceeding or investigation, it being understood that the Shareholders’ AgentAgent shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the DBA Shareholders arising out of or under or in any manner relating to this Agreement the Selling Shareholders Agreement the Acquiror Promissory Note, the Acquiror Stock or the Integration Payment; provided, however, that any person serving as no such failure to act on the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required part of the Shareholders’ Agent, except as otherwise provided in this Agreement or the Selling Shareholders Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Agent or by the DBA Shareholders unless such waiver is in writing signed by the waiving party or by the Shareholders’ Agent; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Agent, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement or the Selling Shareholders Agreement; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the DBA Shareholders in connection with any matter arising under this Agreement or the Selling Shareholders Agreement; and (vi) to collect, hold and disburse any portion of the Merger Consideration received by Shareholders’ Agent pursuant to the terms hereof in accordance with the terms of this Agreement. (b) The Shareholders’ Agent shall be entitled to receive reimbursement from, and be indemnified by, the DBA Shareholders for certain expenses, charges and liabilities as provided in the Selling Shareholders Agreement. In connection with this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholders’ Agent hereunder, (i) the Shareholders’ Agent shall receive incur no compensation responsibility whatsoever to any DBA Shareholders by reason of any error in judgment or other act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Shareholders’ Agent shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholders’ Agent pursuant to such advice shall in no event subject the Shareholders’ Agent to liability to any DBA Shareholders. Each DBA Shareholder shall indemnify, severally and not jointly, based on such DBA Shareholder’s Pro Rata Share, the Shareholders’ Agent against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Shareholders’ Agent hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Shareholders’ Agent hereunder for its willful misconduct. In the event of any indemnification hereunder, upon written notice from the Shareholders’ Agent to the DBA Shareholders as to the existence of a deficiency toward the payment of any such indemnification amount, each DBA Shareholder shall promptly deliver to the Shareholders’ Agent full payment of his servicesor her Pro Rata Share of the amount of such deficiency. (c) All of the indemnities, immunities and powers granted to the Shareholders’ Agent under this Agreement or the Selling Shareholders Agreement shall survive the Closing Date and/or any termination of this Agreement. (d) The Acquiror and DBA shall have the right to rely upon all actions taken or omitted to be taken by the Shareholders’ Agent pursuant to this Agreement or the Selling Shareholders Agreement, all of which actions or omissions shall be legally binding upon the DBA Shareholders. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any DBA Shareholder and (ii) shall survive the consummation of the Merger, and any action taken by the Shareholders’ Agent pursuant to the authority granted in this Agreement or the Selling Shareholders Agreement shall be effective and absolutely binding on each DBA Shareholder notwithstanding any contrary action of or direction from such DBA Shareholder, except for actions or omissions of the Shareholders’ Agent finally adjudicated to constitute willful misconduct. (f) Each of the Acquiror, the Merger Sub and DBA acknowledges and agrees that the Shareholders’ Agent is a party to this Agreement and the Selling Shareholders Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Acquiror, the Merger Sub and DBA acknowledges and agrees that, other than in the Shareholders’ Agent’s role as an DBA Shareholder, the Shareholders’ Agent shall have no liability to, and shall not be liable for any Claims of, any of the Acquiror, the Merger Sub and DBA or to any person in connection with any obligations of the Shareholders’ Agent under this Agreement or the Selling Shareholders Agreement or otherwise in respect of this Agreement or the Selling Shareholders Agreement or the transactions contemplated hereby, except to the extent such Claims shall be proven to be the direct result of fraud, intentional or willful misconduct by the Shareholders’ Agent in connection with the performance any Shareholders’ Agent of its obligations hereunder. (g) Notwithstanding anything contained herein to the contrary, the powers of the Shareholders Agent with respect to the Acquiror Stock held by any DBA Shareholder shall be limited to the extent necessary to prevent Shareholders Agent from being deemed to beneficially own any Acquiror Stock owned by any other DBA Shareholder or for the DBA Shareholders to be deemed to be acting in concert with respect to the Acquiror Stock owned by them.

Shareholders' Agent. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ are hereby irrevocably appointed by the shareholders of Peach as their agents for purposes of Section 9 (a) At collectively, the Closing"SHAREHOLDERS' AGENT"), VenGrowth Private Equity Partners Inc. shall be constituted and appointed ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ hereby accepts his or her respective appointment as the Shareholders’ ' Agent. For purposes The Shareholders' Agent shall act pursuant to the consensus of the three individuals constituting the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any shareholder of Peach by any two of the individuals constituting the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any shareholder of Peach by any two of the individuals constituting the Shareholders' Agent, as fully binding upon such shareholder. The Shareholders' Agent Retainer shall be paid at Closing pursuant to Section 1.5(c). The Shareholders' Agent shall be entitled to seek reimbursement of their reasonable expenses incurred in connection with their obligations under this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Escrow Agreement, the General Escrow Tax Matters Agreement and the Separate Escrow Agreement related agreements, including reasonable fees and authorize deliveries to the Indemnified Persons costs of cash counsel, accountants and other third parties, from the Escrow Expense Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicablesuch fund is insufficient to pay for such expenses, prosecute or defendfrom the shareholders jointly and severally, settlements and compromises of, and comply with orders a right of courts with respect to, such claims; (v) provide contribution on a Pro Rata Basis. If any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment one of the individuals constituting the Shareholders’ ' Agent for the accomplishment shall die or otherwise be unable (whether as a result of a disability or otherwise) or unwilling to fulfill his or her respective responsibilities as agent of the foregoingshareholders, in each case without having to seek or obtain then the consent of any Person under any circumstance. The Person serving as shareholders representing the Shareholders’ Agent may be replaced from time to time by the holders beneficiaries of a majority in interest of the cash then on deposit amount held in the Escrow Fund upon not less than shall, within ten days’ prior written (10) days after notice from Parent of such event, appoint a successor for such individual and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall succeed to Acquiror and the Person serving responsibilities of the individual such successor was appointed to replace as one of the individuals constituting the Shareholders’ ' Agent; provided, however, that . If for any person serving as reason there is not at least two individuals constituting the Shareholders’ ' Agent at any time, all references herein to the Shareholders' Agent shall not be an employee deemed to refer to the shareholders of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have Peach representing the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders beneficiaries of a majority in interest of the cash then on deposit amount held in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. 10.1. Pursuant to the Arrangement Agreement and the Plan of Arrangement, in the event that this Agreement has been executed by the Shareholder’s Agent in lieu of the Shareholder itself, the Shareholder is deemed to have irrevocably appointed and authorized the Shareholder’s Agent as the agent of the Shareholder, to enter into and act under this Agreement on its behalf. 10.2. In the event that this Agreement has been executed by the Shareholder’s Agent in lieu of the Shareholder: (a) At a decision, act, consent or instruction of the Closing, VenGrowth Private Equity Partners Inc. Shareholder’s Agent shall constitute a decision of the Shareholder and shall be constituted final, binding and appointed as conclusive upon the Shareholders’ Agent. For purposes of this AgreementShareholder, and the term “Shareholders’ Agent” shall mean Escrow Agent and the agent for and on behalf Purchaser may rely upon any such decision, act, consent or instruction of the Closing Company Shareholders to: (i) give Shareholder’s Agent as being the decision, act, consent or instruction of the Shareholder and receive notices and any notice or communications to or from Acquiror the Shareholder’s Agent shall constitute notice to or from the Shareholder; (on behalf of itself of b) the Escrow Agent and the Purchaser are hereby relieved from any other Indemnified Person) relating liability to this Agreement any person for any acts done by them in accordance with any decision, act, consent or any instruction of the transactions and other matters contemplated hereby or thereby Shareholder’s Agent; (except to c) the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Shareholder’s Agent shall not be an employee liable for any act done or omitted under this Agreement as agent of Acquiror the Shareholder while acting in good faith, or any subsidiary thereof. The Shareholders’ acting on the advice of counsel; (d) the Shareholder’s Agent shall have no duty, obligation or responsibility to expend his personal funds in support of his activities as agent of the right to resign upon giving ten days’ prior written notice to AcquirorShareholder; and (e) the Purchaser shall indemnify and hold harmless the Shareholder’s Agent against all claims, losses, damages, reasonable costs, penalties, fines and a new Person shall reasonable expenses (including reasonable expenses of the Shareholder’s Agent’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of the Shareholder’s Agent, may be appointed paid, incurred or suffered by the holders of Shareholder’s Agent by reason or as a majority in interest result of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed performance by the holders Shareholder’s Agent of a majority its obligations set out in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his servicesthis Agreement.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as By obtaining all the Shareholders’ Agent. For purposes of this Agreementapproval, each Shareholder shall irrevocably authorize and appoint [***] (the term “Shareholders’ Agent” shall mean the agent for ”) as such Shareholder’s representative and attorney-in-fact to act on behalf of such Shareholder with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by the Closing Company Shareholders to: (i) give Shareholders’ Agent pursuant to this Agreement. This power of attorney granted thereby, are independent and receive notices severable, are irrevocable and communications to or from Acquiror (on behalf of itself coupled with an interest and shall not be terminated by any act of any one or more of Shareholders, or by operation of Law, whether by death or other Indemnified Personevent. Notwithstanding anything in this Agreement to the contrary, the identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed by Shareholders whose interest in the Shares exceed 50% from time to time upon not less than five (5) Business Days prior written notice to all the Shareholders and to Purchaser Parties, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunder. (b) Purchaser Parties shall be entitled to deal exclusively with the Shareholders’ Agent on all matters 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 notice or communication shall be given entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries purported to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (be executed on behalf of itself or any other Indemnified Person, including Shareholder by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders’ Agent, as being fully binding upon such Shareholder. Notices or communications to or from the Shareholders’ Agent shall receive no compensation constitute notice to or from each of Shareholders. Any decision or action by Shareholders’ Agent hereunder, including but not limited to any agreement between the Shareholders’ Agent and Purchaser Parties relating to the defense, payment or settlement of any claims for his servicesindemnification hereunder, shall constitute a decision or action of all Shareholders and shall be final, binding and conclusive upon each such Shareholder. No Shareholders shall have the right to object to, dissent from, protest or otherwise contest the same.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. Lanusse shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) Starseed shareholders to give ------------------- and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any GeoCities of the transactions and GeoCities Common Stock or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or GeoCities, to settle any other Indemnified Personclaims for indemnification, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundGeoCities. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Starseed shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Starseed shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Starseed and the reasonable assistance of Starseed's officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Starseed to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At One person appointed by the Closing, VenGrowth Private Equity Partners Inc. holders of capital stock of Tunes outstanding immediately prior to the Effective Time (including stock issuable upon the exercise of Vested Tunes Options and Convertible Debt) (the "Former Shareholders") shall be constituted and appointed as agent (the "Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Former Shareholders to: (i) to give and receive notices and communications communications, to or from Acquiror (on behalf authorize delivery to any Indemnified Person of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from amounts in the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Personclaims, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundJAMtv. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his its services, except for payment of expenses, including fees of counsel, reasonably incurred by the Shareholders' Agent in connection with the performance of its duties under the Escrow Agreement (the "Shareholders' Agent Expenses"). The Shareholders' Agent Expenses may be satisfied from the Escrow Fund, but only to the extent of funds remaining in the Escrow Fund following the satisfaction of all Claims and any and all Pending Claims and the payment of all fees and related expenses of the Escrow Agent, all pursuant to the terms and provisions of the Escrow Agreement. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Former Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith, and any act done or omitted pursuant to the advise of counsel shall be conclusive evidence of such good faith. The Former Shareholders shall severally indemnify the Shareholders' Agent and hold such agent harmless against any loss, liability or expense incurred without bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of such agents' duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Tunes and the reasonable assistance of Tunes's officers and employees of Tunes for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any non-public information from or about Tunes to anyone other than JAMtv and its officers, directors, employees and agents (and except on a need-to-know basis to individuals who agree to treat such information confidentially). (d) The Shareholders' Agent or its representatives shall be entitled to participate in any proceeding, or objection or defense thereto, involving a claim by a third party for which indemnification could be sought under Section 7.1(a) hereof; provided, however, that nothing herein shall entitle the Shareholders' Agent to control the defense of any such third party claim; and provided further that the settlement of any claim that would result in a Claim upon the Escrow Fund shall be subject to the approval of the Shareholders' Agent, which approval shall not be unreasonably withheld. (e) A decision, act, consent or instruction of the Shareholders' Agent, taken in the manner set forth in the Escrow Agreement, shall constitute a decision of all Former Shareholders and shall be final, binding and conclusive upon each such Former Shareholders, and the Escrow Agent and JAMtv may rely upon any decision, act, consent or instruction of the Shareholders' Agent taken in such manner as being the decision, act, consent or instruction of each and every such Former Shareholders. The Escrow Agent and JAMtv are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Agent taken in such manner.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. HTI Associates, LLC shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of Sellers (and the Closing Company Shareholders Holders following the Dissolution of Parent) to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of or any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons Acquiror of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to the calculation of the Assumed Current Liabilities, the Accounts Receivable or the Working Capital Reduction, or the Post-Closing Asset/Liability Determination as it affects such claims calculations, pursuant to Section 9.61.7(c), or object to claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to Section 8.5; (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and comply with orders of courts with respect to, such claimsmatters; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims consent or agree to any amendment to this AgreementAgreement (provided that the Shareholder’s Agent may not agree to any amendment of this Agreement which (A) would decrease the aggregate amount payable to Sellers pursuant to this Agreement without the consent of the Intel 64 Fund, LLC and Closing Holders representing holders of a majority of the outstanding Parent Preferred Stock as of immediately prior to the Closing, (B) would result in a change to any Closing Holder’s obligations or liabilities under this Agreement (including any change in indemnification obligations of the Closing Holders), without the consent of Intel 64 Fund, LLC and Closing Holders representing holders of a majority of the outstanding Parent Preferred Stock as of immediately prior to the Closing, (C) provides for any increase in the amount of the Escrow Cash, or any extension of the Escrow Period, without the consent of the Intel 64 Fund, LLC or (D) would postpone the Seller’s obligation to liquidate and distribute its assets to its shareholders without the consent of the Intel 64 Fund, LLC); (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstancecircumstance except as provided in subclause (v) of this Section 8.7(a). The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of Closing Holders holding a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ outstanding shares of Parent Capital Stock as of immediately prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundClosing. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. Girish Pancha shall be constituted and appointed as agent (the "Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Escrow Shares or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund Shares from time to time upon not less than ten (10) days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ ' prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall severally and pro rata, in accordance with their Pro Rata Portion, indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his servicesduties under this Agreement or the Escrow Agreement, provided, that the Shareholders' Agent shall be reimbursed for counsel fees and other out-of-pocket expenses incurred by such Shareholder Agent in connection with the administration of his duties under this Agreement or the Escrow Agreement or the Escrow Agreement from the proceeds of the sale of Escrow Shares by the Shareholder Agent. For such purpose, the Shareholder Agent shall be authorized to direct the Escrow Agent to deliver or cause to be delivered to the Shareholder Agent such number of Escrow Shares the sale of which by the Shareholder Agent in ordinary open-market brokers transactions is sufficient to cover such out-of-pocket costs. (c) The Shareholders' Agent shall have reasonable access to information about Company and Acquiror and the reasonable assistance of Company's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article 8, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the ClosingThe Shareholders, VenGrowth Private Equity Partners Inc. shall be constituted and appointed pursuant to this Agreement, hereby appoint ▇▇▇▇▇▇ Law Teck Wah as the Shareholders’ ' Agent, who shall be the Shareholders' representative and attorney-in-fact for each Shareholder. For purposes of this Agreement, The Shareholders' Agent shall have the term “Shareholders’ Agent” shall mean the agent authority to act for and on behalf of each of the Closing Company Shareholders to: (i) Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications communications, waivers and consents under this Agreement, to or from Acquiror (act on behalf of itself of the Shareholders with respect to any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into arising under this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and to authorize deliveries delivery to the Indemnified Persons Buyer and/or Holdings of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any and other Indemnified Personproperty, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts with respect toand awards on behalf of courts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, in each case without having the Shareholders' Agent shall have the right to seek or obtain (i) employ accountants, attorneys and other professionals on behalf of the consent Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of any Person under any circumstance. The Person serving its duties and obligations as the Shareholders’ ' Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Buyer. Such agency may be replaced changed by the Shareholders from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ thirty (30) days prior written notice to Acquiror and the Person serving as the Shareholders’ AgentBuyer; provided, however, that any person serving as the Shareholders’ ' Agent shall may not be an employee removed unless all of Acquiror the Shareholders agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval by those Shareholders who hold or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of held a majority in interest of the cash then on deposit in the Escrow Fund, subject Shares prior to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundClosing. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall not receive no compensation for his its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement. (b) The Shareholders' Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Shareholders' Agent based on such advice and the Shareholders' Agent shall not be liable to anyone. The Shareholders' Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Shareholders' Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders' Agent determined by him to be reasonably necessary to carry out the purposes of his

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. The Shareholders' Agent shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) Affiliates to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Acquirer of the transactions and Acquirer Common Stock or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (Acquirer, to object to such deliveries, to make claims on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims the Target Shareholders pursuant to Section 9.69, (iv) consent or to agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholder' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target Shareholders shall severally indemnify and hold the Shareholders' Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) Acquirer acknowledges that the Shareholders' Agent may have a conflict of interest with respect to his duties as Shareholders' Agent, and in such regard the Shareholders' Agent has informed Acquirer that he will act in the best interests of the Target Shareholders.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇ G.B. ▇▇▇ shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders Effective Time Holders to: (i) execute, as Shareholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated hereby; (ii) give and receive notices notices, instructions, and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Effective Time Holder, to or from Acquiror (on behalf of itself of or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders each Company Shareholder individually); (iiiii) enter into this Agreementreview, the General Escrow Agreement negotiate and the Separate Escrow Agreement agree to and authorize deliveries to the Indemnified Persons Acquiror of cash from the Escrow Fund in each case in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims)) pursuant to this Article VIII; (iiiiv) object to such indemnification claims pursuant to Section 9.6, 8.56; (ivv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Effective Time Holder or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement; (vvi) provide any consents hereunderconsult with legal counsel, including with respect to any proposed settlement independent public accountants and other experts selected by it, solely at the cost and expense of any claims the Company Shareholders; (vii) consent or agree to any amendment to this Agreement, Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Effective Time Holders (other than with respect to the payment of the Merger Consideration) in accordance with the terms hereof and in the manner provided herein; and (viviii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Acquiror, Sub and their respective Affiliates (including without limitation, after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of ▇▇▇▇▇▇ G.B. ▇▇▇ as the Shareholders’ Agent and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Effective Time Holder and has having the duties, power and authority provided for in this Section 8.8. The Effective Time Holders shall be bound by all actions taken and documents executed by the Shareholders’ Agent in connection with this Article VIII, and Acquiror and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Shareholders’ Agent. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten thirty (30) days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes By virtue of their approval of this Agreement, the term “Shareholders’ Agent” Selling Shareholders shall mean have approved, among other matters, the indemnification terms set forth in Section 11 and shall irrevocably appoint Theodore D. Inoue as their agent for and on behalf of (the Closing Company Shareholders to: "SHAREHOLDERS' AGENT") (i) for p▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇n 11 to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except authorize release to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons Purchaser of cash from the General Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonTax Escrow Fund, including by not objecting as applicable, to such claims); (iii) object to such claims pursuant release, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand dispute resolution and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementindemnification claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoingforegoing and (ii) in the judgment of the Shareholders' Agent, in each case without having to seek enter into any amendments to, or obtain the consent of any Person under any circumstanceside agreements with respect to, this Agreement. The Person serving Theodore D. Inoue hereby accepts his appointment as the Shareholders’ ' ▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ser shall be entitled to deal exclusively with the Shareholders' Agent may on all matters relating to this Agreement, and shall be replaced from time entitled to time rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Selling Shareholders by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and on any other action taken or purported to be taken on behalf of any Selling Shareholders by the Shareholders’ ' Agent, as fully binding upon such Indemnitor. If the Shareholders' Agent shall receive die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Selling Shareholders, then the Selling Shareholders shall, within thirty (30) days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify the Purchaser of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Agreement. If for any reason there is no compensation for his services.Shareholders' Agent at any time,

Shareholders' Agent. (a) At the ClosingRiverside Fund IV, VenGrowth Private Equity Partners Inc. L.P. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, acting together, shall be constituted irrevocably and appointed exclusively authorized as the Securityholders’ attorney, with full power of substitution, to take all actions and make all decisions and determinations on behalf of the Securityholders in respect of this Agreement, any certificate, agreement or documents entered into by the Securityholders pursuant to this Agreement, and the transactions contemplated hereby and thereby. Without limiting the generality of the prior sentence, the Shareholders’ Agent shall be exclusively authorized to (i) negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or such certificates, agreements and documents; (ii) take all actions on behalf of the Securityholders in connection with any claims or disputes with respect to this Agreement, such certificates, agreements and documents, and/or the transactions contemplated hereby or thereby; (iii) to initiate, prosecute, defend and/or settle such claims and disputes; (iv) to authorize payments from the Agent Fund; and (v) to take all actions and sign all documents necessary, convenient or advisable to accomplish any of the foregoing. No Securityholders shall be permitted to take any such actions without the prior written approval of the Shareholders’ Agent. For purposes This power of this Agreementattorney is deemed coupled with an interest and shall survive the death, incapacity, disability, termination, liquidation, dissolution or any other event affecting any Securityholder. (b) The Shareholders’ Agent will not receive a fee for serving as the term “representative of the Securityholders hereunder. The Shareholders’ Agent shall be entitled to engage counsel, accountants and other advisors, and the fees and expenses of such counsel and advisors and any out-of-pocket expenses incurred by the Shareholders’ Agent may be paid from the Agent Fund or from any other payment received hereunder by the Shareholders’ Agent” , in its capacity as such. (c) The Shareholders’ Agent shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other 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 notice or communication shall not be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 liable to any proposed settlement of Securityholder for any claims or agree to any amendment action taken by the Shareholders’ Agent pursuant to this Agreement, and the Securityholders shall severally, and not jointly, in proportion to their respective Pro Rata Shares, indemnify and hold the Shareholders’ Agent harmless from and against any and all Damages arising out of or relating to the Shareholders’ Agent serving in this capacity, except in each case if and to the extent a court of competent jurisdiction has finally determined (vifrom which no appeal may be taken) take all actions necessary or appropriate that the Shareholders’ Agent has engaged in willful misconduct. (d) The Shareholders’ Agent is serving in this capacity solely for purposes of administrative convenience. The Shareholders’ Agent, as such, is not personally liable for any of the judgment obligations of the Securityholders hereunder, and the Parent Indemnified Persons agree that they will not look to the underlying assets of the Shareholders’ Agent for the accomplishment satisfaction of any obligations of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Securityholders. (e) Any Person serving as the Shareholders’ Agent hereunder may be replaced resign from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund such role upon not less than at least ten days’ days prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person other Persons then serving as the Shareholders’ Agent and Parent. The Securityholders holding a majority of the Pro Rata Shares may appoint a replacement. All rights of any Person serving at any time as the Shareholders’ Agent to indemnification and exculpation hereunder shall survive such resignation. (f) Parent acknowledges that the Shareholders’ Agent may have a conflict of interest with respect to its duties as Shareholders’ Agent, and in such regard the Shareholders’ Agent has informed Parent that the Shareholders’ Agent will act in the best interests of the Securityholders. (g) A decision, act, consent or instruction of the Shareholders’ Agent shall constitute a decision of all the Securityholders and shall be final, binding and conclusive upon each such Securityholder, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Shareholders’ Agent as being the decision, act, consent or instruction of each and every such Securityholder. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders’ Agent. (h) The Agent Fund will be held or disbursed, in whole or in part, as determined in good faith by the Agent. The retention by the Shareholders’ Agent of any amounts in the Agent Fund shall not be an employee of Acquiror or used as evidence that the Securityholders have any subsidiary thereofobligation hereunder. Any payment received by the Shareholders’ Agent, in its capacity as such, pursuant to this Agreement may be used at the Shareholders’ Agent’s discretion to increase the Agent Fund. The Shareholders’ Agent shall have the right be permitted to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders make any disbursements of a majority in interest of the cash then on deposit amounts in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit Fund in the Escrow Fundamounts and at the times that it determines in good faith. No bond shall be required of the Shareholders’ Agent, and the The Shareholders’ Agent shall receive no compensation be permitted to deposit any funds to be disbursed out of the Agent Fund with the Exchange Agent, if then still engaged to handle disbursements of Merger Consideration, or the Surviving Corporation for his servicesdistribution through its normal payroll systems.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. James Lynch shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ("Shareholde▇▇' ▇▇▇▇▇") for and on behalf of the Closing Company Shareholders to: (i) shareholders to give and receive notices and communications communications, to or from Acquiror (on behalf of itself of any other Indemnified Person) relating authorize delivery to this Agreement or any Acquirer of the transactions and Acquirer Common Stock or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquirer, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten (10) days’ ' prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAcquirer. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his servicesservices rendered. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that it did not act with gross negligence or willful misconduct. The Company shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) The Shareholders' Agent shall be a third party beneficiary of the terms of this Section 8.8.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be constituted and appointed as agent (the "Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) to give and -------------------- receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Escrow Shares or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund Shares from time to time upon not less than ten (10) days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ ' prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall jointly and severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his servicesduties under this Agreement or the Escrow Agreement, provided, that the Shareholders' Agent -------- shall be reimbursed for counsel fees and other out-of-pocket expenses incurred by such Shareholders' Agent in connection with the administration of his duties under this Agreement or the Escrow Agreement or the Escrow Agreement from the proceeds of the sale of Escrow Shares by the Shareholders' Agent. For such purpose, the Shareholders' Agent shall be authorized to direct the Escrow Agent to deliver or cause to be delivered to the Shareholders' Agent such number of Escrow Shares the sale of which by the Shareholders' Agent in ordinary open- market brokers transactions is sufficient to cover such out-of-pocket costs. (c) The Shareholders' Agent shall have reasonable access to information about Company and Acquiror and the reasonable assistance of Company's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article 8, provided that the -------- Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the ClosingThe Shareholders, VenGrowth Private Equity Partners Inc. shall be constituted and appointed pursuant to this Agreement, hereby appoint ▇▇▇▇▇▇ Law Teck Wah as the Shareholders’ ' Agent, who shall be the Shareholders' representative and attorney-in-fact for each Shareholder. For purposes of this Agreement, The Shareholders' Agent shall have the term “Shareholders’ Agent” shall mean the agent authority to act for and on behalf of each of the Closing Company Shareholders to: (i) Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications communications, waivers and consents under this Agreement, to or from Acquiror (act on behalf of itself of the Shareholders with respect to any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into arising under this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and to authorize deliveries delivery to the Indemnified Persons Buyer and/or Holdings of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any and other Indemnified Personproperty, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts with respect toand awards on behalf of courts, such claims; (v) provide any consents hereunder, including mediators and arbitrators with respect to any proposed settlement of any such suits, claims or agree to any amendment to this Agreementproceedings, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, in each case without having the Shareholders' Agent shall have the right to seek or obtain (i) employ accountants, attorneys and other professionals on behalf of the consent Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of any Person under any circumstance. The Person serving its duties and obligations as the Shareholders’ ' Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Buyer. Such agency may be replaced changed by the Shareholders from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ thirty (30) days prior written notice to Acquiror and the Person serving as the Shareholders’ AgentBuyer; provided, however, that any person serving as the Shareholders’ ' Agent shall may not be an employee removed unless all of Acquiror the Shareholders agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval by those Shareholders who hold or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of held a majority in interest of the cash then on deposit in the Escrow Fund, subject Shares prior to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundClosing. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall not receive no compensation for its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement. (b) The Shareholders' Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Shareholders' Agent based on such advice and the Shareholders' Agent shall not be liable to anyone. The Shareholders' Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Shareholders' Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholders' Agent determined by him to be reasonably necessary to carry out the purposes of his servicesobligations. The Shareholders shall jointly and severally, indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Shareholder hereby agrees to reimburse the Shareholders' Agent for his reasonable and documented costs or expenses (including attorneys' fees) in pursuing a dispute under this Agreement. A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision, act, consent or instruction from all of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders. The Buyer and Holdings may rely upon any such decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of every such Shareholder. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholders' Agent. In furtherance of the foregoing, any reference to a power of the Shareholders under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Shareholders' Agent.

Shareholders' Agent. (a) At Each of the ClosingShareholders and the Sellers, VenGrowth Private Equity Partners Inc. shall be constituted by virtue of the approval of this Agreement and appointed the transactions contemplated hereby, hereby irrevocably constitutes and appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent Agent for and on behalf of the Closing Company Shareholders to: (i) and the Sellers to give and receive notices and communications communications, to or from Acquiror (on behalf of itself authorize offset by Parent of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except amounts owed to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement Shareholders and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund Sellers in satisfaction of claims asserted by Acquiror (on behalf of itself or any other an Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of any claims or agree to any amendment to this Agreement in accordance with Section 8.4 and Section 8.5 of this Agreement, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of any or all 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 Shareholders’ Agent Such agency may be replaced changed (i) with respect to all Shareholders and the Sellers, by unanimous decision, from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten thirty (30) days’ prior written notice to Acquiror signed by all of the Shareholders and the Person serving Sellers and delivered to the Shareholders' Agent and to Parent. Shareholders’ Agent shall act as directed by the Shareholders. In the event of a dispute among the Shareholders, the Shareholders’ AgentAgent shall act as directed by Shareholders holding not less that 2/3 of the equitable interests in the Companies as of the Closing. Parent shall be entitled to conclusively rely, without any further inquiry or investigation, on any such notice provided to Parent; provided, however, that Parent shall not be bound by any person serving such notice that Parent in good faith determines has not been signed by the all of the Shareholders and the Sellers, in which case for all purposes in connection with this Agreement, Parent shall not be required to recognize the purported removal of the existing Shareholders' Agent and shall be entitled to treat the existing Shareholders' Agent as the Shareholders’ ' Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, for such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundpurpose. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Shareholders and the Sellers.

Shareholders' Agent. (a) At Each of the ClosingShareholders hereby authorizes, VenGrowth Private Equity Partners Inc. shall be constituted directs and appointed as appoints ▇▇▇▇ ▇▇▇▇▇ (the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for ”) to act as sole and on behalf exclusive agent, attorney-in-fact and representative of the Closing Company Shareholders to: (i) give and receive notices and communications each Shareholder with respect to all matters arising under, in connection with or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions other Transaction Documents, including, without limitation, (i) asserting, defending, prosecuting, litigating, arbitrating, negotiating, settling, releasing and other matters contemplated hereby or thereby resolving any matters, claims (except to including indemnification claims and claims for Losses), differences, disputes and controversies of any nature whatsoever under any of the extent that this Transaction Documents, (ii) entering into the Escrow Agreement expressly contemplates on behalf of the Shareholders and, provided that any such notice amendment or communication shall be given waiver does not disproportionately and adversely affect any Shareholder, amendments of this Agreement or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and waivers of any of the Separate Escrow provisions of this Agreement and authorize deliveries to the Indemnified Persons of cash from or the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAgreement, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6determining, giving and receiving notices and processes under any of the Transaction Documents, (iv) consent or agree toperforming the rights and duties expressly assigned to the Shareholders’ Agent hereunder and under the other Transaction Documents, 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 engaging and employing agents and Representatives on behalf of the Shareholders and the Shareholders’ Agent in connection with all such matters under any consents hereunderof the Transaction Documents, (vi) entering into agreements (including releases) on behalf of the Shareholders with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving (vii) taking all actions and incurring all expenses as the Shareholders’ Agent shall not reasonably deem necessary or prudent in connection with any of the foregoing; all on such terms and in such manner as he deems appropriate in his sole and absolute discretion. Any such actions taken, exercises of rights, power or authority, and any decision, determination, waiver, amendment or agreement made by the Shareholders’ Agent consistent herewith, shall be an employee absolutely and irrevocably binding on each Shareholder as if such Shareholder personally had taken such action, exercised such rights, power or authority or made such decision, determination, waiver, amendment or agreement in such Shareholder’s individual capacity, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by a Shareholder hereunder or under any of Acquiror the other Transaction Documents or any subsidiary thereofsuch action which a Shareholder, at his or her election, has the right to take hereunder or under any of the other Transaction Documents, shall be taken only and exclusively by the Shareholders’ Agent and no Shareholder acting on his own shall be entitled to take any such action. The Shareholders’ Agent will, in a reasonably prompt manner, provide written notice to each Shareholder of any action taken by the Shareholders’ Agent pursuant to the authority delegated under this Section. (b) The appointment of the Shareholders’ Agent as each Shareholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person or Persons to represent such Shareholder with regard to any or all of the Transaction Documents. The appointment of the Shareholders’ Agent as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. (c) The Shareholders’ Agent hereby accepts the foregoing appointment and agrees to serve in such capacity, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Shareholders of reasonable out-of-pocket expenses incurred by the Shareholders’ Agent in his capacity as such. Each Shareholder hereby waives all actual or potential conflicts of interest arising out of the Shareholders’ Agent’s activities or authority as Shareholders’ Agent and his relationships with any of the Companies, the Subsidiaries, the Surviving Corporation or Parent (whether before or after the Closing), whether as an employee, consultant, agent, director, officer, shareholder or other Representative. (d) The Shareholders will severally indemnify and hold harmless the Shareholders’ Agent from and against any and all Losses arising out of actions taken or omitted to be taken pursuant to the provisions of this Section 7.8 and such other provisions of this Agreement as may be applicable (except in the case of the individual bad faith or willful misconduct of the Shareholders’ Agent), including the reasonable fees of attorneys, accountants and other advisors and all costs and expenses of investigation and defense of claims. The several liability of each Shareholder under this Section 7.8(d) will equal the amount of such Losses multiplied by a fraction, the numerator of which shall be the aggregate Merger Consideration to be received by such Shareholder as set forth on Section 2.1(b) of the Company Disclosure Schedule, and the denominator of which shall be the aggregate Merger Consideration to be received by all of the Shareholders (other than the Shareholders’ Agent) as set forth on Section 2.1(b) of the Company Disclosure Schedule. (e) Notwithstanding anything to the contrary contained in this Agreement, the Shareholders’ Agent shall have no liabilities, duties or responsibilities to the Shareholders except those expressly set forth herein or in any of the other Transaction Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Shareholder shall otherwise exist against the Shareholders’ Agent. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquirornot, and a new Person shall be appointed by the holders virtue of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior acting as Shareholders’ Agent or any of the actions taken in such capacity, be deemed to have assumed any liability or become responsible for any obligation of any Shareholder to any Person. (Bf) The Shareholders’ Agent may resign upon written notice to the date Shareholders. In the event that the Person named in Section 7.8(a) is unable or unwilling to serve in such capacity under this Section 7.8 at any time, ▇▇▇▇▇ ▇▇▇▇▇▇ is hereby designated to serve as agent, attorney-in-fact and representative of each Shareholder under this Section 7.8 in the place of the Person who is unable or unwilling to so serve. Such successor agent, attorney-in-fact and representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties under this Section 7.8 of the Person unable or unwilling to so serve. After any Person’s resignation or inability to serve under this Section 7.8, the provisions of this Section 7.8 shall continue to inure to his benefit as to any actions taken or omitted to be taken by him pursuant to the authority granted in this Section 7.8. (g) Each of Parent, the Companies, the Subsidiaries and the Surviving Corporation (i) will be fully protected in relying upon and will be entitled to rely upon, and will have no liability to the Shareholders with respect to, agreements, actions, decisions and determinations of the Shareholders’ Agent is appointed by the holders of a majority in interest connection with this Agreement or any of the cash then on deposit Transaction Documents, and (ii) will be entitled to assume that all agreements, actions, decisions and determinations of the Shareholders’ Agent in connection with this Agreement or any of the Escrow Fund. No bond Transaction Documents are fully authorized by and binding upon all of the Shareholders. (h) The Shareholders’ Agent shall not be required liable to any of the Shareholders or any of their respective heirs, successors, assigns, personal representatives or Affiliates for any decisions made or actions taken or omitted to be taken by the Shareholders’ Agent, and except in the case of bad faith or willful misconduct. The Shareholders’ Agent shall receive no compensation for may consult with legal counsel of his servicesown choice with respect to all such matters.

Shareholders' Agent. (a) At the ClosingAgreement Date, VenGrowth Private Equity Partners Inc. ▇▇▇▇▇▇▇ ▇▇▇▇ shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “The Shareholders’ Agent” Agent shall mean be the agent for and on behalf of the Closing Company Shareholders Securityholders to: (i) execute, as the Shareholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Company Securityholder, to or from Acquiror Acquirer (on behalf of itself of or any other Indemnified Person) relating to this Agreement or any of the transactions Transactions and any other matters contemplated hereby by this Agreement or thereby by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders each Company Securityholder individually); , (iiiii) enter into this Agreementreview, the General Escrow Agreement negotiate and the Separate Escrow Agreement agree to and authorize deliveries Acquirer to the Indemnified Persons reclaim an amount of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); ) pursuant to this Article IX, (iiiiv) object to such claims pursuant to Section 9.6, (ivv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to, such claims; (v) provide , resolve any consents hereundersuch claims, including take any actions in connection with respect to any proposed settlement the resolution of any claims dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Company Securityholder or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Securityholders, (vii) consent or agree to any amendment to this Agreement, Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Securityholders (other than with respect to the payment and issuance of the Purchase Consideration less the Cash Escrow Amount) in accordance with the terms hereof and in the manner provided herein and (viviii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Acquirer and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇ as the Shareholders’ Agent and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Company Securityholder and has having the duties, power and authority provided for in this Section 9.7. The Company Securityholders shall be bound by all actions taken and documents executed by the Shareholders’ Agent in connection with this Article IX, and Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Shareholders’ Agent. The Person serving as the Shareholders’ Agent may be removed or replaced from time to time time, or if such Person resigns from its position as the Shareholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then on deposit held in the Escrow Fund upon not less than ten 30 days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow FundAcquirer. No bond shall be required of the Shareholders’ Agent. For the purpose of this Section 9.7, on the Agreement Date, each Converting Holding and the Shareholders’ Agent shall receive no compensation execute a power of attorney in the form reasonably required by Acquirer. (b) The Shareholders’ Agent shall not be liable to any Company Securityholder for any act done or omitted hereunder as the Shareholders’ Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. The Shareholders’ Agent shall serve as the Shareholders’ Agent without compensation; provided that the Company Securityholders shall severally but not jointly indemnify the Shareholders’ Agent and hold him harmless against any loss, Liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Shareholders’ Agent and arising out of, resulting from or in connection with the acceptance or administration of his servicesduties hereunder, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Shareholders’ Agent. If not paid directly to the Shareholders’ Agent by the Company Securityholders, such losses, Liabilities or expenses may be recovered by the Shareholders’ Agent from the portion of the Escrow Fund otherwise distributable to the Company Securityholders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) on or after the Escrow Release Date pursuant to the terms hereof, at the time of distribution, and such recovery will be made from the Company Securityholders according to their respective Consideration Pro Rata Shares of such losses, Liabilities or expenses. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’ Agent that is within the scope of the Shareholders’ Agent’s authority under Section 9.7(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Securityholders and shall be final, binding and conclusive upon each such Company Securityholder; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Securityholder. Acquirer, the Company and the Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Shareholders’ Agent.

Shareholders' Agent. (a) At In order to efficiently administer certain matters contemplated hereby following the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as including any actions that the Shareholders’ Agent may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters contemplated by this Agreement, the Shareholders, by virtue of the Required Shareholder Vote obtained at the Shareholders Meeting and the Support Agreements (as applicable), and without any further action of any of the Shareholders or the Company, shall be deemed to have designated, as of the Effective Time, Shareholder Representative Services LLC as the representative, agent and attorney-in-fact of the Shareholders (the “Shareholders’ Agent”). (b) The Shareholders’ Agent may resign at any time. For In the event the Shareholders’ Agent becomes unable to perform its responsibilities hereunder or resigns from such position, the Advisory Group shall, within [***] days after such occurrence, select another representative to fill such vacancy and such substituted representative shall be deemed to be the Shareholders’ Agent for all purposes of this Agreement, the term “Ancillary Agreements and the documents delivered pursuant hereto and thereto. If the Advisory Group does not appoint a successor Shareholders’ Agent” Agent within such [***]-day period, Parent may designate any former Non-Dissenting Shareholder in the second instance, as the Shareholders’ Agent and he, she or it will serve as the Shareholders’ Agent until the Advisory Group appoints a successor pursuant to this Section 9.1(b). Notwithstanding the foregoing, the immunities and rights to indemnification granted to the Shareholders’ Agent Group in this Section 9.1 shall mean survive the resignation or removal of the Shareholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement or the Ancillary Agreements. (c) By approving this Agreement by virtue of the Required Shareholder Vote obtained at the Shareholders Meeting, and by receiving the benefits thereof, including any consideration payable hereunder, without any further action of any of the Non-Dissenting Shareholders or the Company, the Non-Dissenting Shareholders shall be deemed to have agreed, in addition to the foregoing, that: (i) the Shareholders’ Agent shall be and hereby is appointed and constituted the true and lawful attorney-in-fact, representative and exclusive agent for under this Agreement, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement of each Shareholder, and any agreements ancillary hereto or thereto, with full power in its name and on its behalf to act according to the terms of this Agreement, the Escrow Agreement and the Shareholders’ Agent Engagement Agreement and in general to do and refrain from doing all things and to perform or refrain from performing all acts including, executing and delivering any agreements, certificates, receipts, instructions, notices or instruments, or otherwise acting or refraining from acting as contemplated by or deemed advisable by the Shareholders’ Agent in its sole discretion in connection with this Agreement, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement, or any agreements ancillary hereto or thereto. Notwithstanding the foregoing or anything else herein, the Shareholders’ Agent shall have no obligation to act on behalf of the Closing Company Non-Dissenting Shareholders, except as expressly provided herein, in the Escrow Agreement and in the Shareholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Shareholders’ Agent in any schedule, exhibit or the Disclosure Schedules; (ii) Subject to the terms and conditions of the Shareholders’ Agent Engagement Agreement, the Shareholders’ Agent shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of the Shareholders to: (iin the name of any or all of the Shareholders or otherwise) any and all documents that the Shareholders’ Agent may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Shareholders’ Agent may, in its sole discretion, determine to be appropriate, (B) give and receive notices and other communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement or any of and the transactions and other matters contemplated hereby or and thereby (except to the extent that this Agreement expressly or any Ancillary Agreement contemplates that any such notice or communication shall be given or received by such shareholders the Shareholder individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (ivC) consent take or agree torefrain from taking any actions (whether by negotiation, negotiatesettlement, enter into, or, if applicable, prosecute litigation or defend, settlements otherwise) to resolve or settle all matters and compromises of, and comply with orders disputes arising out of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment related to this Agreement, including any Dispute Notice, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement and the transactions contemplated hereby and thereby, (viD) take all actions incur and pay expenses on behalf of the Shareholders, engage attorneys, accountants, financial and other advisors, paying agents and other Persons necessary or appropriate in the judgment of the Shareholders’ Agent in connection with the Shareholders’ Agent’s powers, authority and obligations hereunder, under the Escrow Agreement or under the Shareholders’ Agent Engagement Agreement, (E) determine any adjustment to be made to the Closing Statement and any other actions or determinations to be made under Section 2.9, take any action, or refrain from taking any action, that may be necessary or desirable, as determined by the Shareholders’ Agent in its sole discretion in connection with the Escrow Fund, (F) grant any consent or waiver with respect of this Agreement on behalf of the Shareholders, (G) file and prosecute appeals from any decision, judgment or award rendered in any action, proceeding or investigation arising out of or related to this Agreement and the transactions contemplated hereby and (H) take or refrain from taking all actions necessary or appropriate in its sole discretion in connection with the Shareholders’ Agent’s powers, authority and obligations hereunder, under the Escrow Agreement or under the Shareholders’ Agent Engagement Agreement; (iii) from and after the Effective Time, ▇▇▇▇▇▇ and Merger Sub shall be entitled to (A) deal exclusively with the Shareholders’ Agent with respect to all matters relating to Article II and (B) rely conclusively (without further evidence of any kind whatsoever) on the instructions, decisions and documents given, made, executed or purported to be executed by the Shareholders’ Agent as to any of the matters described in this Section 9.1, and Parent and Merger Sub will have no liability to any Person, and no Person shall have any cause of action against, Parent for any action taken by Parent in reliance upon any such instructions or decisions; (iv) all actions, decisions and instructions of the Shareholders’ Agent under this Agreement, the Escrow Agreement or the Shareholders’ Agent Engagement Agreement shall, to the fullest extent permitted by applicable Law, be conclusive and binding upon each of the Shareholders and such Shareholder’s successors as if expressly confirmed and ratified in writing by such Shareholder, and all defenses which may be available to any Shareholder to contest, negate or disaffirm the action of the Shareholders’ Agent taken in good faith under this Agreement, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement or any agreements ancillary hereto or thereto are waived, except to the extent of fraud or willful misconduct on the part of the Shareholders’ Agent; (v) the powers, immunities and rights to indemnification granted to the Shareholders’ Agent Group hereunder: (i) are independent and severable, are irrevocable and coupled with an interest, shall survive the death, incompetence, bankruptcy, liquidation, dissolution or winding up of any Shareholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Shareholder of the whole or any fraction of his, her or its interest in the Adjustment Amount or Escrow Fund and shall be enforceable notwithstanding any rights or remedies that any Shareholder may have in connection with the transactions contemplated hereby; and (vi) to the fullest extent permitted by applicable Law, the provisions of this Section 9.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Shareholder, and any references in this Agreement to the Shareholders shall mean and include the successors to the Shareholders’ rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise. (d) The Shareholders’ Agent hereby accepts its appointment as the true and lawful attorney-in-fact and exclusive agent under this Agreement, the Escrow Agreement and the Shareholders’ Agent Engagement Agreement of each Shareholder pursuant to this Section 9.1. (e) The Expense Fund shall be held by the Shareholders’ Agent in a segregated client account and shall be used (i) for the accomplishment purposes of paying directly or reimbursing the Shareholders’ Agent for any Shareholders’ Agent Expenses incurred pursuant to this Agreement, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement or any agreements ancillary hereto or thereto, or (ii) as otherwise determined by the Advisory Group. The Shareholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the foregoing, in each case without having to seek Expense Fund other than as a result of its gross negligence or obtain the consent of any Person under any circumstancewillful misconduct. The Person serving Shareholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. No Shareholder will receive any interest on the Expense Fund and will be deemed to have assigned to the Shareholders’ Agent any such interest. Subject to approval by the Advisory Group, the Shareholders’ Agent may be replaced contribute funds to the Expense Fund from time any consideration otherwise distributable to time the Non-Dissenting Shareholders. As soon as reasonably determined by the holders of a majority Shareholders’ Agent that the Expense Fund is no longer required to be withheld, the Shareholders’ Agent shall deposit the remaining Expense Fund, if any, with the Paying Agent for distribution to the Non-Dissenting Shareholders in interest accordance with an updated version of the cash then on deposit Closing Payment Spreadsheet (the “Expense Fund Payment Spreadsheet”) setting forth, in addition to the items required to be included in the Escrow Closing Payment Spreadsheet, with respect to each Non-Dissenting Shareholder, the portion of the balance of the Expense Fund upon not less than ten daysdue to such Non-Dissenting Shareholder (which shall be determined by multiplying the balance of the Expense Fund by such Non-Dissenting Shareholder’s Allocation Percentage), which shall be delivered or caused to be delivered by the Shareholders’ prior written notice Agent to Acquiror Parent and the Person serving Surviving Corporation. Parent, the Surviving Corporation and each of their respective Affiliates shall be entitled to rely conclusively on the Expense Fund Payment Spreadsheet as to the information set forth therein for the purposes of making payments under this Agreement and shall not be responsible for the accuracy or completeness of the information set forth therein. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders at the time of Closing. (f) The Non-Dissenting Shareholders have entered into an engagement agreement (the “Shareholders’ Agent Engagement Agreement”) with the Shareholders’ Agent and have nominated their individual representatives to an advisory committee, which shall provide direction to the Shareholders’ Agent in connection with its services under this Agreement, the Escrow Agreement and the Shareholders’ Agent Engagement Agreement (such advisory committee, referred to as the “Advisory Group”). As between the Non-Dissenting Shareholders and the Shareholders’ Agent, neither the Shareholders’ Agent nor its members, managers, directors, officers, contractors, agents, representatives and employees nor any member of the Advisory Group (collectively, the “Shareholders’ Agent Group”) shall be liable to any Non-Dissenting Shareholder for any act done or omitted in connection with the acceptance or administration of the Shareholders’ Agent’s responsibilities hereunder, under the Escrow Agreement or under the Shareholders’ Agent Engagement Agreement or any agreements ancillary hereto or thereto, including any hereunder as Shareholders’ Agent while acting in good faith, unless and only to the extent such act done or omitted constitutes gross negligence or willful misconduct, and any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders’ Agent Group shall be indemnified, defended and held harmless and reimbursed by the Non-Dissenting Shareholders against any loss, liability, claim, damage, judgment, amount paid in settlement, fine, fee, cost or expense (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) (collectively, the “Shareholders’ Agent Expenses”) incurred without bad faith, gross negligence or willful misconduct on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of its duties hereunder, under the Escrow Agreement or under the Shareholders’ Agent Engagement Agreement or any agreements ancillary hereto or thereto. Such Shareholders’ Agent Expenses may be recovered, at the election of the Shareholders’ Agent, at any time (i) from the Expense Fund, to the extent any funds remain in such fund, (ii) from any distribution of the Escrow Fund or other amount otherwise distributable to the Non-Dissenting Shareholders at the time of distribution; provided, however, or (iii) directly from the Non-Dissenting Shareholders according to each Non-Dissenting Shareholder’s Allocation Percentage. The Non-Dissenting Shareholders acknowledge that any person serving as the Shareholders’ Agent shall not be an employee required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of Acquiror any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Shareholders’ Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Shareholders’ Agent shall not be required to take any subsidiary thereofaction unless the Shareholders’ Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Shareholders’ Agent against the costs, expenses and liabilities which may be incurred by the Shareholders’ Agent in performing such actions. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of entitled to: (A) immediately rely upon resignation of the prior Shareholders’ Agent or Payment Spreadsheets, (B) rely upon any signature believed by it to be genuine, and (C) reasonably assume that a signatory has proper authorization to sign on behalf of the date applicable Non-Dissenting Shareholder or other party. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Non-Dissenting Shareholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his servicesunder this Section 9.1.

Shareholders' Agent. The Shareholders hereby irrevocably appoint ▇▇▇▇▇ ▇. ▇▇▇▇ as their agent for purposes of this Section 13 (a) At the Closing"Shareholders' Agent"), VenGrowth Private Equity Partners Inc. shall be constituted and appointed ▇▇▇▇▇ ▇. ▇▇▇▇ hereby accepts his appointment as the Shareholders’ ' Agent. For Buyer shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 13, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders, then the Shareholders shall, within ten business days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Buyer of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this AgreementSection 13. If for any reason there is no Shareholders' Agent at any time, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except all references herein to the extent that this Agreement expressly contemplates that any such notice or communication Shareholders' Agent shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries deemed to refer to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (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 any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ ' Agent shall have the right be entitled to resign upon giving ten days’ prior written notice to Acquiror, make such decisions as may be necessary under this Agreement without consulting with any other Shareholder and a new Person shall incur no liability and shall be appointed indemnified, protected and held harmless by all such Shareholders (but not by Validity or Buyer) from any and all liability, loss, cost, claim, expense or liability (other than such liability as he may have as a Shareholder under this Agreement) for any action taken by the holders of a majority Shareholders' Agent in interest of the cash then on deposit good faith in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later exercise of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date his business judgment. If the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and in his sole discretion, does consult with the Shareholders’ Agent shall receive no compensation for his services.other Shareholders as to any matter, the vote of those persons holding more than 50% of the

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. The Shareholders’ Agent shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Target Shareholders to: (i) to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent 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 A new Shareholders’ Agent may be replaced from time to time designated by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten 10 days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for its services from Target, Acquiror or any of their Affiliates after the Effective Time. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Target Shareholders. (b) The Shareholders’ Agent shall not be liable for any act done or omitted hereunder as Shareholder’ Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target Shareholders shall jointly and severally indemnify and hold the Shareholders’ Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agent and arising out of or in connection with the acceptance or administration of its duties hereunder. (c) The Shareholders’ Agent shall have reasonable access to information about Target and the reasonable assistance of Target’s officers and employees for purposes of performing his servicesduties and exercising his rights hereunder, provided that the Shareholders’ Agent and its members, managers, directors, officers, agents and employees shall treat confidentially and not disclose any nonpublic information from or about Target to anyone, except as reasonably necessary to perform his duties under this Agreement. (d) Upon the Release Date, the Shareholders’ Agent shall be entitled to reimbursement of all reasonable expenses incurred by it, or incurred by Target Shareholders at its request,in connection with fulfilling its duties as set forth in this Agreement from the Escrow Fund, but only to the extent of the Escrow Amount that remains available for distribution after satisfaction of all obligations to Acquiror Indemnified Persons (including any potential obligations and pending claims) pursuant to Section 9 hereof.

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be constituted and appointed as agent (the "Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Former Target Shareholders to: (i) to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Escrow Shares or other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash property from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, of and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund Shares from time to time upon not less than ten (10) days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ ' prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Former Target Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Former Target Shareholders shall severally and pro rata, in accordance with their Pro Rata Portion, indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his servicesduties hereunder under this Agreement or the Escrow Agreement. (c) The Shareholders' Agent shall have reasonable access to information about Target and Acquiror and the reasonable assistance of Target's and Acquiror's officers and employees for purposes of performing his duties and exercising his rights under this Article X, provided that the Shareholders' -------- Agent shall treat confidentially and not disclose any nonpublic information from or about Target or Acquiror to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) At the Closing, VenGrowth Private Equity Partners Inc. Principal Shareholder shall be constituted and appointed as the agent ("Shareholders’ ' Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent ") for and on behalf of the Closing Company Shareholders to: (i) Shareholder Indemnitors to give and receive notices and communications communications, to or from authorize delivery to Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and Acquiror Common Stock, cash or other matters contemplated hereby or thereby (except to property from the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash Total Escrowed Consideration from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified PersonAcquiror, including by not objecting to such claims); (iii) object to such claims pursuant deliveries, to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including and awards of arbitrators with respect to any proposed settlement of any claims or agree to any amendment to this Agreementsuch claims, and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders’ ' Agent 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 Shareholders’ Agent Such agency may be replaced from time to time changed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund from time to time upon not less than ten 10 days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ ' prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ ' Agent, and the Shareholders’ ' Agent shall receive no compensation for his services, provided, however that the Shareholder Agent shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in serving in this capacity from the Escrow Fund. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Target shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholder' Agent while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target shareholders shall severally indemnify the Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) Acquiror acknowledges that the Principal Shareholder may have a conflict of interest with respect to his duties as Shareholders' Agent, and in such regard the Principal Shareholder has informed Acquiror that he will act in the best interests of Target shareholders.

Shareholders' Agent. (a) At By virtue of the Closingapproval of this Agreement by the Company’s shareholders, VenGrowth Private Equity Partners Inc. shall and without further action of any the Company shareholder, each Company Holder will be deemed to have irrevocably constituted and appointed as the Shareholders’ Agent. For purposes Shareholder Representative Services LLC, a Colorado limited liability company (and by execution of this Agreement, the term Agreement such Person hereby accepts such appointment) solely in its capacity as agent and attorney-in-fact (“Shareholders’ Agent” shall mean the agent ”) for and on behalf of the Closing Company Shareholders Holders, with full power of substitution, to act in the name, place and stead of each Company Holder with respect to this Agreement and the Escrow Agreement and the taking by the Shareholders’ Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholders’ Agent under this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications to under this Section 9 or from Acquiror (on behalf of itself of any other 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 notice or communication shall be given or received by such shareholders individually)Escrow Agreement; (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries delivery to the Indemnified Persons Purchaser of cash from the Indemnity Portion of Escrow Fund in satisfaction of claims asserted for indemnification made by Acquiror (on behalf Purchaser under this Section 9 in satisfaction of itself or any other Indemnified Person, including by not objecting amounts owed to such claims)Purchaser under Section 2.13 above; (iii) object to such claims pursuant to for indemnification made by Purchaser under this Section 9.6, 9; (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, into settlements and compromises of, and comply with orders of courts with respect to, such claimsto claims for indemnification made by Purchaser under this Section 9; (v) provide agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, other matters described in Section 2.13; and (vi) take all actions necessary or appropriate in the good faith judgment of the Shareholders’ Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 9.3 is coupled with an interest and is irrevocable, in each case without having to seek may be delegated by the Shareholders’ Agent and will survive the death or obtain the consent incapacity of any Person under any circumstanceCompany Holder. The Person serving as identity of the Shareholders’ Agent and the terms of the agency may be changed, and a successor Shareholders’ Agent may be replaced appointed, from time to time by (including in the holders of a majority in interest event of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as death, disability, resignation or other incapacity of the Shareholders’ Agent; provided) by Company Holders whose aggregate Company Holders Percentage Interests exceed 50%, however, that and any person serving as such successor will succeed the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The as Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fundunder this Agreement. No bond shall will be required of the Shareholders’ Agent. (b) The Shareholders’ Agent will not be liable for any liability, and loss, damage, penalty, fine, cost or expense incurred without gross negligence, willful misconduct or bad faith by the Shareholders’ Agent shall receive while acting in good faith and arising out of or in connection with the acceptance or administration of his duties under this Agreement (it being understood that any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith). The Company Holders will indemnify, defend and hold harmless the Shareholders’ Agent from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment (collectively, “Agent Losses”) arising out of or in connection with the Shareholders’ Agent’s execution and performance of this Agreement and the Escrow Agreement, in each case as such Agent Loss is suffered or incurred; provided, that in the event that any such Agent Loss is finally adjudicated to have been directly caused by the gross negligence, bad faith or willful misconduct of the Shareholders’ Agent, the Shareholders’ Agent will reimburse the Company Holders the amount of such indemnified Agent Loss to the extent attributable to such gross negligence, bad faith or willful misconduct. If not paid directly to the Shareholders’ Agent by the Company Holders, any such Agent Losses may be recovered by the Shareholders’ Agent from (i) the Shareholders’ Agent Expense Portion of the Escrow Fund, and (ii) the amounts in the Indemnity Portion and the Adjustment Portion of the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Holders; provided, that while this section allows the Shareholders’ Agent to be paid from the Shareholders’ Agent Expense Portion, the Indemnity Portion or the Adjustment Portion of the Escrow Fund, this does not relieve the Company Holders from their obligation to promptly pay such Agent Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Agent from seeking any remedies available to it at law or otherwise. In no compensation for his services.event will the Shareholders’ Agent be required to advance its own funds on behalf of the Company Holders or otherwise. The Company Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Shareholders’ Agent or the termination of this Agreement. The Shareholders’ Agent will be entitled to recover any out-of-pocket