Contract analysis

Section 1.01 — Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the SPA. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings for purposes of this Agreement: "Agreement" means this Stockholder Representative Agreement, including all exhibits and schedules hereto, a

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.01 — Appointment. Each Selling Stockholder hereby irrevocably constitutes and appoints Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei, as the Stockholder Representative, agent, and attorney-in-fact of each such Selling Stockholder, with full power of substitution and resubstitution, to act on behalf of such Selling Stockholder in connection

Section 2.02 — Acceptance. The Stockholder Representative hereby accepts the appointment as Stockholder Representative and agrees to act as the Stockholder Representative in accordance with the terms and conditions of this Agreement. The Stockholder Representative shall discharge its duties and exercise its powers hereunder in good faith and in a manner consistent with the terms and conditions of this Agreement, the

Section 2.03 — Binding Effect on All Selling Stockholders. The appointment of the Stockholder Representative made pursuant to Section 2.01 hereof shall be effective as to each Selling Stockholder that executes this Agreement, and shall become effective as to any other holder of capital stock of the Company (including any holder of vested stock options that are exercised prior to or in connection with the Closing) upo

Section 2.04 — Sole and Exclusive Representative. The Stockholder Representative shall be the sole and exclusive representative of the Selling Stockholders with respect to all matters delegated to the Stockholder Representative hereunder, and Buyer and the Escrow Agent shall be entitled to deal exclusively with the Stockholder Representative with respect to all such matters. Buyer and the Escrow Agent shall be entitl

ARTICLE III — AUTHORITY AND POWERS

Section 3.01 — General Grant of Authority. Subject to the limitations set forth in Section 3.02 hereof, the Stockholder Representative shall have the full power and authority, on behalf of each and all of the Selling Stockholders, to take any and all actions and to make any and all decisions required of, or permitted to be taken by, the Stockholder Representative or the Selling Stockholders under the SPA, the Escrow

Section 3.02 — Limitations on Authority. Notwithstanding the broad grant of authority set forth in Section 3.01, the Stockholder Representative shall not have the power or authority to: (a) Increase or expand any individual Selling Stockholder's indemnification obligation or other liability beyond that expressly set forth in the SPA (including such Selling Stockholder's individual pro rata share of any indemnificatio

ARTICLE IV — STANDARD OF CARE; EXCULPATION; INDEMNIFICATION OF REPRESENTATIVE

Section 4.01 — Standard of Care. The Stockholder Representative shall act in good faith in the performance of its duties and the exercise of its powers hereunder. The Stockholder Representative shall not be required to take any action that it believes, in good faith, would be contrary to applicable law or the terms of this Agreement, the SPA, or the Escrow Agreement, or that would expose the Stockholder Representativ

Section 4.02 — No Liability. The Stockholder Representative shall not be liable to any Selling Stockholder, Buyer, or any other Person for any error of judgment, or for any act done or step taken or omitted by it, or for any mistake of fact or law, or for anything that the Stockholder Representative may do or refrain from doing in connection with this Agreement, the SPA, or the Escrow Agreement, except in the case of

Section 4.03 — Indemnification of Representative by Selling Stockholders. Each Selling Stockholder, severally and not jointly (in proportion to such Selling Stockholder's pro rata share of the Purchase Price as set forth on Exhibit A hereto), hereby agrees to indemnify, defend, and hold harmless the Stockholder Representative and each of its partners (including limited partners), members, managers, officers, director

Section 4.04 — Reliance. The Stockholder Representative shall be entitled to rely upon, and shall be fully protected in relying upon, any written notice, instruction, certification, direction, request, order, judgment, consent, or other communication or instrument from Buyer, the Escrow Agent, any Selling Stockholder, legal counsel, accountants, financial advisors, or any other Person that the Stockholder Representat

ARTICLE V — REPRESENTATIVE EXPENSE FUND

Section 5.01 — Expense Fund. At the Closing, an amount equal to Five Hundred Thousand Dollars ($500,000) (the "Representative Expense Fund") shall be withheld from the aggregate consideration otherwise payable to the Selling Stockholders at the Closing (such amount to be borne by the Selling Stockholders in proportion to their respective pro rata shares of the Purchase Price) and deposited into a separate account des

Section 5.02 — Replenishment. In the event that the Representative Expense Fund is insufficient to cover the costs, fees, and expenses incurred or reasonably anticipated to be incurred by the Stockholder Representative in the performance of its duties hereunder, the Stockholder Representative may deliver written notice to the Selling Stockholders requesting additional contributions to the Representative Expense Fund.

Section 5.03 — Distribution of Remaining Balance. Upon the final resolution of all post-closing matters for which the Stockholder Representative was appointed (including the complete release or disbursement of the Escrow Fund, the final resolution of all indemnification claims under Article IX of the SPA, the final determination of the working capital adjustment under Section 2.06 of the SPA, and the final resolution

Section 6.01 — Pro Rata Allocations. All amounts received by or distributed through the Stockholder Representative for the benefit of the Selling Stockholders (including, without limitation, releases or disbursements from the Escrow Fund, payments of any reverse termination fee by Buyer, working capital true-up payments, and any other amounts payable to the Selling Stockholders under the SPA or otherwise) shall be di

Section 6.02 — Indemnification Obligations Pro Rata. Any indemnification obligations of the Selling Stockholders arising under Article IX of the SPA (including, without limitation, any amounts paid from the Escrow Fund in satisfaction of indemnification claims by Buyer or any Buyer Indemnitee, and any amounts payable by the Selling Stockholders in excess of the Escrow Fund up to the Indemnification Cap or otherwise a

ARTICLE VII — RESIGNATION AND REMOVAL; SUCCESSOR REPRESENTATIVE

Section 7.01 — Resignation. The Stockholder Representative may resign at any time by giving not less than thirty (30) days' prior written notice of resignation to Buyer and to each Selling Stockholder at the addresses set forth herein or on Exhibit A (or such other addresses as may have been provided in writing to the Stockholder Representative). Such resignation shall not become effective until the earlier of (a) th

Section 7.02 — Removal. The Stockholder Representative may be removed at any time, with or without cause, by the written consent of Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto). Such written consent shall be delivered to the Stockholder Representative and to Buyer, and such removal shall become effective upon

Section 7.03 — Appointment of Successor. In the event of the resignation or removal of the Stockholder Representative, the Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price) shall appoint a successor Stockholder Representative within thirty (30) days following the date on which the notice of resignation is delivered or the written consent to remova

Section 7.04 — Continuing Liability. No resignation or removal of the Stockholder Representative shall affect (a) any rights, obligations, or liabilities of the Stockholder Representative arising prior to the effective date of such resignation or removal, (b) the rights of the Stockholder Representative (or any Representative Indemnified Party) to indemnification under Section 4.03 hereof with respect to actions take

Section 8.01 — Notices. All notices, requests, demands, waivers, consents, approvals, instructions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) when delivered in person, (b) on the next business day when sent by nationally recognized overnight courier (with tracking capability and proof of delivery), or (c) when

ARTICLE IX — TERM AND TERMINATION

Section 9.01 — Effective Date. This Agreement shall become effective upon the Closing of the transactions contemplated by the SPA. If the SPA is terminated prior to the Closing in accordance with its terms, this Agreement shall be void and of no force or effect, and none of the Parties shall have any rights, obligations, or liabilities hereunder (except that, for the avoidance of doubt, the Stockholder Representative

Section 9.02 — Termination. Subject to Section 9.03, this Agreement shall terminate automatically, without any further action by any Party, upon the latest to occur of the following: (a) the final release and distribution of the entire Escrow Fund (which release is scheduled to occur twenty-four (24) months after the Closing Date, subject to retention of amounts with respect to pending or unresolved indemnification c

Section 9.03 — Survival of Certain Provisions. Notwithstanding the termination of this Agreement pursuant to Section 9.02, the following provisions shall survive such termination and shall continue in full force and effect: (a) Article IV (Standard of Care; Exculpation; Indemnification of Representative), including the Selling Stockholders' obligation to indemnify the Representative Indemnified Parties under Section

ARTICLE X — BUYER ACKNOWLEDGMENTS

Section 10.01 — Buyer's Reliance on Representative. Buyer hereby acknowledges and agrees as follows: (a) Exclusive Dealing. Buyer shall deal exclusively with the Stockholder Representative (and not with any individual Selling Stockholder) with respect to all post-closing matters arising under the SPA, including, without limitation, the assertion, negotiation, compromise, and settlement of indemnification claims under

Section 11.01 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.02 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) fo

Section 11.03 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE SPA, THE ESCROW AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREB

Section 11.04 — Entire Agreement. This Agreement (including the Exhibits hereto), together with the SPA and the Escrow Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, with respect to such subject matter. Th

Section 11.05 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by (a) Buyer, (b) the Stockholder Representative, and (c) Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto). Any amendment, modification, or supplement that compli

Section 11.06 — Waivers. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties granting such waiver. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or furth