Common use of Equityholder Representative Clause in Contracts

Equityholder Representative. Within thirty (30) days following the Closing, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with the Equityholder Representative on all matters relating to this Agreement and any other related agreement. Parent shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet.

Equityholder Representative. Within (a) Each Member hereby irrevocably constitutes, appoints and designates Member Representative SSB, LLC, the Equityholder Representative, as his, her or its true and lawful attorney-in-fact, agent with full power of substitution, to act on behalf of each of the Member in all matters under this Agreement and to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement or the Ancillary Agreements and disbursements thereof to Members, as contemplated by this Agreement or the Ancillary Agreements; (ii) receiving and forwarding of notices and communications pursuant to this Agreement or any Ancillary Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all Members, any and all consents, waivers and amendments deemed by the Equityholder Representative, in its good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (iv) making any payments required to be made pursuant to Section 2.5; (v) preparing and filing any Tax returns and amendments necessary for the Company or the Members post-Closing and making any payments or distributions related to Taxes; and (vi) with respect to any indemnification claims and all other matters arising under this Agreement or the Ancillary Agreements: (A) disputing or refraining from disputing, on behalf of each Member relative to any amounts to be received by the Members under this Agreement, the Ancillary Agreements or any agreements contemplated hereby and thereby, or any claim made by the Buyer Indemnified Parties under this Agreement or the Ancillary Agreements; (B) negotiating and compromising (prior to Closing), on behalf of each Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement; and (C) executing, on behalf of each Member, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Member on the one hand and the Equityholder Representative on the other hand. The Equityholder Representative shall have the right to bind each Member as contemplated in this Agreement, and the Buyer Indemnified Parties shall be entitled to rely on the actions of such Equityholder Representative in connection with all matters under this Agreement providing for such Equityholder Representative to act on behalf of any such Persons, including any payment or allocation by the Equityholder Representative, without any inquiry whatsoever. For the avoidance of doubt, the Equityholder Representative is appointed as each Member’s attorney-in-fact with respect to claims for indemnification by the Buyer and Buyer Indemnified Parties, as applicable, as set forth in Article VIII and Section 7.6 of this Agreement. In the event of the death, incapacity or resignation of the Equityholder Representative, the Members shall by vote of a majority in interest of the Allocable Portions of all such Persons, within thirty (30) days following the Closingafter such death, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall incapacity or resignation, appoint a person or entity (the “substitute Equityholder Representative”) to serve as an agent and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken by . In the event such Members do not so appoint a substitute Equityholder Representative hereunder. Parent within such period, Buyer shall be entitled to deal exclusively with petition, and the Members agree not to oppose, a court of competent jurisdiction in the State of Michigan to so appoint a substitute Equityholder Representative on all matters relating to this Agreement and any other related agreement. Parent shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheetrepresentative.

Equityholder Representative. Within thirty (30a) days following the Closing, Company Securityholders who are entitled to a majority By virtue of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes approval of such calculation) the Merger and this Agreement, each Target Equityholder shall be deemed to have agreed to appoint a person or entity (the “Equityholder Representative”) to serve Xxxx X. Xxxxxxx as an its agent and attorney-in-fact fact, as the Equityholder Representative for and on behalf of the Target Equityholders. The Equityholder Representative is authorized to act for all Company Securityholders to take purposes under this Agreement and execute on behalf of each Target Equityholder any and all actions required or permitted documents and agreements referred to be taken by herein upon the Closing. By way of example only, and without limitation, the Equityholder Representative hereunder. is authorized, in his discretion, to give and receive notices and communications, to authorize payment to any Parent shall be entitled Indemnified Party from the Escrow Fund in satisfaction of claims by any Parent Indemnified Party, to deal exclusively object to such payments, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party against the Escrow Fund and to take all other actions that are either (i) necessary or appropriate in the judgment of the Equityholder Representative on all matters relating to for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement and any other related agreementthe Escrow Agreement. Parent shall Such agency may be entitled changed by the Target Equityholders from time to relytime upon not less than 30 days prior written notice to Parent; provided, without any investigation or inquiryhowever, upon all actions taken by that the Equityholder Representative as having been taken upon the due and valid authority may not be removed unless holders of each a two-thirds interest of the Company SecurityholdersEscrow Fund agree to such removal and to the identity of the substituted agent. Any action A vacancy in the position of Equityholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Equityholder Representative, and the Equityholder Representative shall be conclusively deemed not receive any compensation for its services. Notices or communications to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of from the Equityholder Representative shall constitute notice to or any disputes between any Company Securityholder and from the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetTarget Equityholders.

Equityholder Representative. Within thirty (30a) days following By voting or executing the Closing, Company Securityholders who are entitled to a majority Written Consent in favor of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes adoption of such calculation) this Agreement and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, each Indemnifying Holder shall appoint a person or entity (be deemed to have consented to the “appointment of PIRINATE Consulting Group 2 LLC, as the Equityholder Representative”) to serve as an agent and , the attorney-in-fact and the exclusive agent for and on behalf of all Company Securityholders each such Indemnifying Holder with respect to take the matters set forth in this Agreement and the Escrow Agreement, and the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Equityholder Representative hereunder. under this Agreement and the Escrow Agreement, including the exercise of the power to (i) authorize delivery to Parent shall be entitled of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to deal exclusively with Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Equityholder Representative on for the accomplishment of the foregoing and all matters relating to of the other terms, conditions and limitations of this Agreement and the Escrow Agreement, and each Indemnifying Holder waives any and all defenses that may be available to contest, negate or disaffirm any action of the Equityholder Representative taken in good faith under this Agreement or the Escrow Agreement. Accordingly, the Equityholder Representative has authority and power to act on behalf of each Indemnifying Holder with respect to the disposition, settlement or other related agreementhandling of all Indemnification Claims and all rights or obligations arising under this Agreement or the Escrow Agreement. Parent Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided in this Agreement and the Escrow Agreement. The Indemnifying Holders will be entitled to rely, without any investigation or inquiry, upon bound by all actions taken by the Equityholder Representative as having been taken upon in connection with this Agreement or the due Escrow Agreement, and valid authority of each Parent shall be entitled to rely on any action or decision of the Company SecurityholdersEquityholder Representative. Any The Equityholder Representative will incur no Liability with respect to any action taken or suffered by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholdersin good faith reliance upon any notice, and neither Parentdirection, the Surviving Corporation nor any of their respective affiliates shall have any liability instruction, consent, statement or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of other document believed by the Equityholder Representative 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 other action or inaction, except the Equityholder Representative’s own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Equityholder Representative may rely on the advice of counsel, and the Equityholder Representative will not be liable to the Indemnifying Holders for anything done, omitted or suffered in good faith by the Equityholder Representative based on such advice. The Person serving as the Equityholder Representative hereunder may be replaced from time to time by the holders of a majority in interest of the Escrow Amount then on deposit with the Escrow Agent upon not less than ten (10) Business Days’ prior written notice to Parent and the Escrow Agent. The immunities and rights to indemnification shall survive the resignation or removal of Equityholder Representative and the Closing and/or any disputes between any Company Securityholder termination of this Agreement and the Escrow Agreement. No bond shall be required of the Equityholder Representative. Parent may rely entirely on its dealings with, and notices Notices or communications to and from, or from the Equityholder Representative shall constitute notice to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission from each of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetIndemnifying Holders.

Equityholder Representative. Within thirty (30a) days following the Closing, Company Securityholders who are entitled to By voting or executing a majority written consent in favor of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes adoption of such calculation) this Agreement and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, each Indemnifying Holder shall appoint a person or entity (be deemed to have consented to the “appointment of Fortis Advisors LLC as the Equityholder Representative”) to serve , as an agent and the attorney-in-fact and exclusive agent for and on behalf of all Company Securityholders each such Indemnifying Holder with respect to take the matters set forth in this Agreement, the Escrow Agreement and any related Equityholder Representative letter agreement, and the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled under this Agreement and the Escrow Agreement, including the exercise of the power to deal exclusively (i) authorize delivery to Purchaser of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Equityholder Representative on for the accomplishment of the foregoing and all matters relating to of the other terms, conditions and limitations of this Agreement and the Escrow Agreement, and each Indemnifying Holder waives any and all defenses that may be available to contest, negate or disaffirm any action of the Equityholder Representative taken in good faith under this Agreement or the Escrow Agreement. Accordingly, the Equityholder Representative has authority and power to act on behalf of each Indemnifying Holder with respect to the disposition, settlement or other handling of all Indemnification Claims and all rights or obligations arising under this Agreement or the Escrow Agreement. Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided in this Agreement, the Escrow Agreement and any related Equityholder Representative letter agreement. Parent shall The Indemnifying Holders will be entitled to rely, without any investigation or inquiry, upon bound by all actions taken by the Equityholder Representative as having been taken upon in connection with this Agreement or the due Escrow Agreement, and valid authority of each Purchaser shall be entitled to rely on any action or decision of the Company SecurityholdersEquityholder Representative. Any The powers, immunities and rights to indemnification granted hereunder to the members of the Representative Group (as defined below) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the applicable Indemnifying Holder and shall be binding on any successor thereto as if expressly confirmed and ratified in writing by such Indemnifying Holder and shall survive the delivery of an assignment by any Indemnifying Holder of the whole or any fraction of his, her or its interest in the Escrow Fund. The Equityholder Representative will incur no Liability with respect to any action taken or suffered by the Equityholder Representative shall be conclusively deemed in good faith reliance upon any notice, direction, instruction, consent, statement or other document believed by the Equityholder Representative 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 other action or inaction, except the Equityholder Representative’s own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Equityholder Representative may rely on the advice of counsel, and the Equityholder Representative will not be liable to the Indemnifying Holders for anything done, omitted or suffered in good faith by the Equityholder Representative based on such advice. The Person serving as the Equityholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Securityholders, Escrow Amount then on deposit with the Escrow Agent upon not less than ten (10) Business Days’ prior written notice to Purchaser and neither Parent, the Surviving Corporation nor any Escrow Agent. The immunities and rights to indemnification shall survive the resignation or removal of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between member of the Advisory Group (as defined below) and the Closing and/or any Company Securityholder termination of this Agreement and the Escrow Agreement. No bond shall be required of the Equityholder Representative. Parent may rely entirely on its dealings with, and notices Notices or communications to and from, or from the Equityholder Representative shall constitute notice to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission from each of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetIndemnifying Holders.

Equityholder Representative. Within (a) Each Member hereby irrevocably constitutes, appoints and designates Shareholder Representative Service LLC, the Equityholder Representative, as of Closing as his, her or its true and lawful attorney-in-fact, agent with full power of substitution, to act on behalf of each Member for all purposes in connection with this Agreement and any related agreements and to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) authorizing payments under or pursuant to this Agreement or the Ancillary Agreements and authorizing disbursements thereof to Members, as contemplated by this Agreement or the Ancillary Agreements; (ii) receiving and forwarding of notices and communications pursuant to this Agreement or any Ancillary Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all Members, any and all consents, waivers and amendments deemed by the Equityholder Representative, in its good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (iv) authorize any payments required to be made by the Members pursuant to this Agreement; and (v) with respect to any indemnification claims and all other matters arising under this Agreement or the Ancillary Agreements after the Closing: (A) disputing or refraining from disputing, on behalf of each Member relative to any amounts to be received by the Members under this Agreement, the Ancillary Agreements or any agreements contemplated hereby and thereby, or any claim made by the Buyer Indemnified Parties under this Agreement or the Ancillary Agreements; (B) negotiating and compromising, on behalf of each Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement; and (C) executing, on behalf of each Member, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Member on the one hand and the Equityholder Representative on the other hand. The Equityholder Representative shall have the right to bind each Member as contemplated in this Agreement, and Acquiror, the Purchasers, the Acquiror Group and their Affiliates (and after the Closing, the Company and its Subsidiaries) shall be entitled to rely on the actions of such Equityholder Representative in connection with all matters under this Agreement providing for such Equityholder Representative to act on behalf of any such Persons, including any allocation by the Equityholder Representative, without any inquiry whatsoever. In the event of the death, incapacity or resignation of the Equityholder Representative, the Members shall by vote of a majority of Membership Units, within thirty (30) days following the Closingafter such death, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall incapacity or resignation, appoint a person or entity (the “substitute Equityholder Representative”) to serve as an agent and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken by . In the event such Members do not so appoint a substitute Equityholder Representative hereunder. Parent within such period, Buyer shall be entitled to deal exclusively with petition, and the Members agree not to oppose, a court of competent jurisdiction in the State of Michigan to so appoint a substitute Equityholder Representative on all matters relating to this Agreement and any other related agreement. Parent shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheetrepresentative.

Equityholder Representative. Within thirty (30a) days following By executing this Agreement, each Seller hereby appoints Mxxx Xxxxxxxx as the ClosingEquityholder Representative under and pursuant to the terms of this Agreement. The Equityholder Representative shall not be compensated for his services as the Equityholder Representative; provided, Company Securityholders who are however, that the Equityholder Representative shall be entitled to a majority of reimbursement from the Parent Common Stock issuable hereunder (excluding any Contingent Shares Sellers for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent all fees, costs and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken expenses incurred by the Equityholder Representative hereunderin discharging the duties hereunder in accordance with Section 12.1(f). Parent shall be entitled The Equityholder Representative is hereby vested with the full power, authority, duty and responsibility to deal exclusively with represent the interests of the Sellers as set forth in this Agreement, and the Equityholder Representative shall be authorized to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement, the Escrow Agreement, and any other Transaction Document, (ii) serve as the named party with respect to any claims hereunder on all matters relating to behalf of each of the Sellers, (iii) grant any consent or approval on behalf of the Sellers under this Agreement and any Transaction Document and make all other elections or decisions contemplated by this Agreement and any Transaction Document, (iv) defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, claims against a Seller, (v) defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, or any claims or disputes related agreementto this Agreement on behalf of a Seller, (vi) give and receive on behalf of the Sellers any and all notices from or to any Seller pursuant to this Agreement or any Transaction Document and (vii) amend, modify or supplement this Agreement and any Transaction Document, in each such Seller's name, place and stead, as if such Seller had personally done such act, and the Equityholder Representative hereby accept such appointment. Parent shall be entitled to rely, without any investigation or inquiry, upon all All actions taken by the Equityholder Representative as having been taken shall be binding upon the due Sellers, their successors, heirs, Representatives and valid authority of assigns as if expressly confirmed and ratified in writing by each of them. In discharging the Company Securityholders. Any action by duties and responsibilities of the Equityholder Representative hereunder, the Equityholder Representative shall be conclusively deemed have all rights and powers necessary and incident to be the action proper discharge thereof, including the right and power to engage and pay for professional or other services. The death, incapacity, insolvency or bankruptcy of any Sellers shall not terminate such appointment or the Company Securityholders, authority and neither Parent, the Surviving Corporation nor any agency of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, The power-of-attorney granted in this Section is coupled with an interest and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheetis irrevocable.

Equityholder Representative. Within thirty (30) days following Seller Two is hereby irrevocably and unconditionally appointed as the Closing, Company Securityholders who are entitled to a majority representative of the Parent Common Stock issuable hereunder Equityholders (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (Seller in such capacity, the “Equityholder Representative”) ). Pursuant to serve as an agent and attorney-in-fact for and such appointment, the Equityholder Representative shall be authorized to act on behalf of the Equityholders to (a) make all Company Securityholders decisions permitted to be exercised by any Equityholder by the Escrow Agreement, including any decision relating to the distribution of any amount payable to Buyer or the Equityholders under this Agreement and the Escrow Agreement and the exculpation or release of the Escrow Agent, (b) give and receive all notices required to be given by or to an Equityholder or either of the Sellers under or delivered pursuant to this Agreement and the Escrow Agreement, (c) take any and all additional action as is contemplated to be taken by or on behalf of the Sellers or any other Equityholder by the terms of this Agreement or the Escrow Agreement, (d) administer the defense or settlement of any dispute regarding the Purchase Price adjustment pursuant to Section 2.07 or any other claim or dispute for and on behalf of the Equityholders under this Agreement or the Escrow Agreement, (e) amend, alter or waive any provision of this Agreement or the Escrow Agreement for and on behalf of the other Equityholders and (f) determine the allocation among the Equityholders of any amount payable to the Equityholders under this Agreement and the Escrow Agreement (provided that such determination shall be made in accordance with the Payment Allocation Schedule of the Company, the Company Option Plan and any other applicable Contract between the Company and any Equityholder, in each case as in effect as of immediately prior to the Closing). Buyer shall be entitled to rely upon, and shall be deemed to have relied upon, all actions required taken or permitted omitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with the Equityholder Representative on all matters relating pursuant to this Agreement and any other related agreement. Parent shall Agreement, all of which actions or omissions will be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken legally binding upon the due and valid authority of each of the Company SecurityholdersEquityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet.* * * * * * * *