At the Closing, Buyer shall cause to be deposited, in an account designated by the Stockholder Representative, Seller Stockholder Representative Expense Fund. Seller Stockholder Representative Expense Fund (and earnings thereon) may be applied as Seller Stockholder Representative, in its sole discretion, determines to be appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses that Seller Stockholder Representative incurred in connection with the transactions contemplated by this Agreement, and the evaluation or defense of any claim for indemnification under this Agreement (the “Seller Stockholder Representative Expenses”). The balance of Seller Stockholder Representative Expense Fund held pursuant to this Section 2.11(d), if any, and any income earned thereon, shall, at the sole discretion of Seller Stockholder Representative and at such time to be determined in the sole discretion of Seller Stockholder Representative, be distributed to Seller Stockholders according to each such Seller Stockholder’s Pro Rata Share. Prior to any such distribution of Seller Stockholder Representative Expense Fund, Seller Stockholder Representative shall deliver to Buyer an updated Consideration Spreadsheet (which need not be certified by an officer of the Company) setting forth the portion of Seller Stockholder Representative Expense Fund payable to each Seller Stockholder.

Seller Stockholder Representative shall be appointed and constitute the true and lawful attorney-in-fact of each Seller Stockholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement and in general to do all things and to perform all acts including, without limitation, executing and delivering any agreements, amendments, modifications, waivers, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement. Seller Stockholder Representative hereby accepts such appointment;

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Appointment of Stockholder Representative. As a condition to the receipt of a Stock Award under this Plan, a Participant will be deemed to have agreed that the Stock Award will be subject to the terms of any provision in the agreement governing a Transaction involving the Company for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

all actions, decisions and instructions of Seller Stockholder Representative shall be conclusive and binding upon each of Seller Stockholders, and no Seller Stockholder shall have any cause of action against Seller Stockholder Representative for any action taken, decision made or instruction given by Seller Stockholder Representative under this Agreement, except for fraud or willful breach of this Agreement on the part of Seller Stockholder Representative;

PENG Ventures, LLC is hereby designated as of the date hereof as the Stockholder Representative. By approving this Agreement and the transactions contemplated hereby, the Company Stockholders shall have appointed the Stockholder Representative as the agent, proxy and attorney-in-fact of the Company Stockholders, for all purposes of this Agreement, including full power and authority on their behalf: # to give and receive notices and communications in connection with this Agreement and related matters, including in connection with claims for indemnification under this Article IX, # to take all actions or refrain from taking any actions that the Stockholder Representative considers necessary or appropriate in connection with the defense, pursuit or settlement of any claims for indemnification under this Article IX, including to agree to, negotiate, and enter into settlements, adjustments and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, # to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as it shall deem necessary or prudent in connection with the administration of the foregoing, and # to take all other actions that are either # necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing or

Appointment of Stockholder Representative. As a condition to the receipt of an Award, a Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Change in Control involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

Stockholder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Company Stockholders according to each Company Stockholder’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of Stockholder Representative. In the event of the death, incapacity, resignation or removal of Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Subsidiary and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 12.1(a) above. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.

In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that Seller Stockholder Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in Sections 2.6, 2.99] and Article X, Seller Stockholders hereby designate Seller Stockholder Representative as the representative of Seller Stockholders.