Common use of Equityholder Representative Clause in Contracts

Equityholder Representative. (a) The Equityholder Representative shall have the power and authority to take any of the following actions on behalf of the Equityholders: (i) to give and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement (including payment of all Transaction Expenses); (iii) to waive, modify or amend any provision of this Agreement and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder under this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion may be necessary or proper or convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent Agreement. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Merger Consideration and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration Schedule, after any applicable offset under Section 9.11, in each case, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative hereby accepts such power and authority. (c) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder Agreement, each Equityholder shall be deemed to have irrevocably authorized, appointed and empowered the Equityholder Representative to be the exclusive proxy, representative, agent and attorney-in-fact of such Equityholder, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of such Equityholder, at any time, in connection with, and that may be deemed by the Equityholder Representative to be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and to facilitate the consummation of the transactions contemplated hereby.

Equityholder Representative. (a) The Equityholder Representative shall have the power and authority to take any By virtue of the following actions on behalf of the Equityholders: (i) to give and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement (including payment of all Transaction Expenses); (iii) to waive, modify or amend any provision adoption of this Agreement and the Exchange Agent Agreement; approval of the Merger and the other transactions contemplated hereby by the Requisite Stockholder Approval, each of the Equityholders shall have irrevocably constituted and appointed, upon the Effective Time (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated and by any Person against the Equityholder Representative or any Equityholder under its execution of this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion may be necessary or proper or convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent Agreement. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Merger Consideration and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration Schedule, after any applicable offset under Section 9.11, in each case, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative Fortis Advisors LLC hereby accepts such power its appointment) as the true, exclusive and authority. (c) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder Agreement, each Equityholder shall be deemed to have irrevocably authorized, appointed and empowered the Equityholder Representative to be the exclusive proxy, representative, lawful agent and attorney-in-fact (the “Equityholder Representative”), of such Equityholder, with full power of substitution, to make all decisions and determinations and the Equityholders receiving consideration hereunder to act in the name, place and execute, deliver and receive all documents, instruments and consents on behalf stead of such Equityholder, at any time, the Equityholders in connection withwith the transactions contemplated by this Agreement, including, without limitation, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Article X, the Escrow Agreement and that may be deemed by the Equityholder Representative to be necessary or appropriate to accomplish Engagement Agreement, in accordance with the intent terms and implement the provisions of, of this Agreement, and to facilitate act on behalf of the Equityholders in any Proceeding involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Equityholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (i) to act for the Equityholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of the Company Stockholders and to transact matters of litigation or other Proceedings; (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Equityholder Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated herebyby this Agreement; (iii) to execute and deliver all amendments and waivers to this Agreement that the Equityholder Representative deems necessary or appropriate, whether prior to, at or after the Closing; (iv) to receive funds for the payment of expenses of the Equityholders and apply such funds in payment for such expenses; (v) to do or refrain from doing any further act or deed on behalf of the Equityholders that the Equityholder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Equityholders could do if personally present; and (vi) to receive service of process in connection with any claims under this Agreement. Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Equityholders, except as expressly provided herein, in the Escrow Agreement and in the Equityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Equityholder Representative shall be entitled to: (A) rely upon the Consideration Spreadsheet, (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 applicable Equityholder or other party. The powers, immunities and rights to indemnification granted to the Equityholder Representative hereunder: (y) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Equityholder and shall be binding on any successor thereto, and (z) shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of his, her or its interest in the Indemnity Escrow Fund. (b) The Equityholder Representative may resign at any time or may be removed or replaced only upon delivery of written notice to the Surviving Corporation by the Equityholders holding at least a majority of outstanding shares of Company Common Stock (on an as-converted to Company Common Stock basis) as of immediately prior to the Effective Time. Parent, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Equityholder Representative in all matters referred to herein. The Equityholder Representative shall act for the Equityholders on all of the matters set forth in this Agreement in the manner the Equityholder Representative believes to be in the best interest of the Equityholders and consistent with the obligations under this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement, but neither the Equityholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of this Advisory Group (collectively, the “Equityholder Representative Group”) shall be responsible to the Equityholders for any Damages the Equityholders may suffer by the performance of its duties under this Agreement, other than Damages arising from willful violation of the law or gross negligence or willful misconduct in the performance of its duties under this Agreement. All actions taken by the Equityholder Representative under this Agreement, the Escrow Agreement or the Equityholder Representative Engagement Agreement shall be binding upon each Equityholder and such Equityholder’s successors as if expressly confirmed and ratified in writing by such Equityholder, and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholder Representative taken in good faith under this Agreement, the Escrow Agreement or the Equityholder Representative Engagement Agreement are waived. (c) Certain Equityholders have entered into an engagement agreement (the “Equityholder Representative Engagement Agreement”) with the Equityholder Representative to provide direction to the Equityholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Equityholder Representative Engagement Agreement (such Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The Equityholders shall indemnify, defend and hold harmless the Advisory Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Equityholder Representative Expenses”) incurred by the Equityholders’ Representative while acting in good faith and in the exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement, under the Escrow Agreement or under the Equityholder Representative Engagement Agreement. Such Equityholder Representative Expenses may be recovered first, from the Equityholder Expense Fund, second, from any distribution of the Indemnity Escrow Fund or Milestone Payment otherwise distributable to the Equityholders at the time of distribution, and third, directly from the Equityholders based on their respective Pro Rata Shares. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. The Equityholders acknowledge that the Equityholder Representative 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 pursuant to this Agreement, the Escrow Agreement, the Equityholder Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Equityholder Representative shall not be required to take any action unless the Equityholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Equityholder Representative against the costs, expenses and liabilities which may be reasonably incurred by the Equityholder Representative in performing such actions. (d) The Equityholder Expense Fund shall be held by the Equityholder Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Equityholder Representative for any Equityholder Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or the Equityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Equityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Equityholder Expense Fund other than as a result of its gross negligence or willful misconduct. The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Equityholder Expense Fund, and has no tax reporting or income distribution obligations. Subject to Advisory Group approval, the Equityholder Representative may contribute funds to the Equityholder Expense Fund from any consideration otherwise distributable to the Equityholders. As soon as reasonably determined by the Equityholder Representative that the Equityholder Expense Fund is no longer required to be withheld, the Equityholder Representative shall distribute the remaining Equityholder Expense Fund (if any) to the Payment Agent for further distribution to the Equityholders.

Equityholder Representative. (a) The Each Member hereby irrevocably constitutes, appoints and designates Member Representative SSB, LLC, the Equityholder Representative shall have the Representative, as his, her or its true and lawful attorney-in-fact, agent with full power and authority of substitution, to take any of the following actions act on behalf of each of the Equityholders: (i) to give and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement (including payment of Member in all Transaction Expenses); (iii) to waive, modify or amend any provision of this Agreement and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder matters under this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take execute any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion documents which may be necessary or proper or necessary, convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent Agreement. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Merger Consideration and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration Schedule, after any applicable offset under Section 9.11, in each case, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative hereby accepts such power and authority. (c) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder Agreement, each Equityholder shall be deemed to have irrevocably authorized, appointed and empowered the Equityholder Representative to be the exclusive proxy, representative, agent and attorney-in-fact of such Equityholder, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of such Equityholder, at any time, in connection with, and that may be deemed by the Equityholder Representative to be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and 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 after such death, incapacity or resignation, appoint a substitute Equityholder Representative. In the event such Members do not so appoint a substitute Equityholder Representative within such period, Buyer shall be entitled to 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 for such representative. (b) Each Member hereby agrees that: (i) in all matters in which action by the Equityholder Representative is required or permitted, the Equityholder Representative is authorized to act on behalf of such Member, notwithstanding any dispute or disagreement among the Members and any Buyer Indemnified Party shall be entitled to rely on any and all action taken or omitted by the Equityholder Representative under this Agreement without any liability to, or obligation to inquire of, any Member, notwithstanding any knowledge on the part of any Buyer Indemnified Party of any such dispute or disagreement; (ii) notice to the Equityholder Representative, delivered in the manner provided in Section 10.6, shall be deemed to be notice to each Member for the purposes of this Agreement; and (iii) the appointment of the Equityholder Representative is coupled with an interest and shall be irrevocable by such Member in any manner or for any reason. (c) Each Member hereby acknowledges and agrees that the obligation of any of the Buyer Indemnified Parties to make any payment to any of the Member Indemnified Parties hereunder shall be fully discharged upon payment of such amount to the Equityholder Representative. None of Buyer, any of its Affiliates or any other Buyer Indemnified Parties shall be liable to any Member Indemnified Party or any Member for any act or omission of the Equityholder Representative with respect to any payment or allocation by the Equityholder Representative to the Member Indemnified Parties, without any obligation to inquire of any such payment or allocation by the Equityholder Representative on the part of the Buyer, any of its Affiliate or any Buyer Indemnified Party. (d) The Equityholder Representative shall act for the Members on all of the matters set forth in this Agreement and any Ancillary Agreement in the manner the Equityholder Representative believes to be in the best interest of the Members as a whole and consistent with its obligations under this Agreement and any Ancillary Agreement, but the Equityholder Representative is not liable or responsible to the Members for any loss or damages it or they may suffer by reason of the performance by the Equityholder Representative of its duties under this Agreement or any Ancillary Agreement, other than loss or damage arising from fraud by or gross negligence of the Equityholder Representative. The Members shall indemnify (in accordance with their respective Indemnifiable Portions) and defend the Equityholder Representative and hold the Equityholder Representative harmless against any damages incurred by the Equityholder Representative and arising out of or in connection with the acceptance, performance or administration of the Equityholder Representative duties hereunder including the reasonable fees and expenses of any legal counsel, accountants, auditors and other advisors retained by the Equityholder Representative (collectively, the “Equityholder Representative Expenses”); provided that in the event that any such Equityholder Representative Expenses are finally adjudicated to have been directly caused by the gross negligence or fraud of the Equityholder Representative, the Equityholder Representative will reimburse the Members the amount of such indemnified Equityholder Representative Expenses to the extent attributable to such gross negligence or fraud. All Equityholder Representative Expenses in excess of the Equityholder Representative Expense Amount shall be paid directly by the Members (in accordance with their respective Indemnifiable Portions) to the Equityholder Representative. The Equityholder Representative shall hold the Equityholder Representative Expense Amount paid to it at Closing to satisfy any obligations that may be owed by the Members under this Agreement or otherwise in connection with the transactions contemplated hereby, or to satisfy any costs, expenses, Liabilities, Taxes or other amounts that the Equityholder Representative may incur in connection with acting in such capacity under this Agreement and shall release any remaining portion of the Equityholder Representative Expense Amount to the Members when the Equityholder Representative deems it appropriate based on any reasonably foreseeable costs, expenses, Liabilities or other amounts that may be incurred by the Equityholder Representative in such capacity or on behalf of or in respect to the Members.

Equityholder Representative. (a) The Equityholder Representative shall have the power and authority to take any By virtue of the following actions on behalf of the Equityholders: (i) to give approval and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement (including payment of all Transaction Expenses); (iii) to waive, modify or amend any provision adoption of this Agreement and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in Merger by the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder under this Agreement Required Stockholder Vote and the Exchange Agent Agreementdelivery of the Written Consent, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf and without further action of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion may be necessary or proper or convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent Agreement. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Merger Consideration and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration Schedule, after any applicable offset under Section 9.11, in each case, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative hereby accepts such power and authority. (c) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder AgreementEquityholder, each Equityholder shall be deemed to have irrevocably authorizedconstituted and appointed ▇▇▇▇▇ ▇▇▇▇▇▇▇ (which, appointed and empowered by execution of this Agreement, hereby accepts such appointment) to act as the Equityholder Representative to be and as the sole, exclusive proxy, representative, agent and attorney-in-fact for and on behalf of such Equityholderthe Equityholders (in their capacity as such), for all purposes in connection with this Agreement, the Transaction Documents and any other agreements ancillary hereto, with full power of substitution, including without limitation (i) to make all decisions execute and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of such Equityholderthe Equityholders any amendment, consent or waiver under this Agreement and the other Transaction Documents, (ii) to assert, and to agree to resolution of, all claims and disputes hereunder or thereunder, (iii) to retain legal counsel and other professional services, at any timethe expense of the Equityholders, in connection with, and that may be deemed with the performance by the Equityholder Representative of this Agreement and the other Transaction Documents, (iv) to execute and deliver on the Equityholders’ behalf all documents and instruments which may be necessary executed and delivered pursuant to this Agreement and the other Transaction Documents, (v) to make and receive notices and other communications pursuant to this Agreement, including any notice or appropriate communications under ‎Article 10 hereof, and the other Transaction Documents and service of process in any Action arising out of or related to accomplish this Agreement and the intent and implement other Transaction Documents, (vi) to negotiate, settle or compromise any Action arising out of or related to this Agreement or the provisions ofother Transaction Documents or any of the transactions hereunder or thereunder, including to take any action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any claim of any right under this Agreement, and (vii) to facilitate do each and every act and exercise all rights that are either (x) necessary or appropriate in the consummation judgment of the Equityholder Representative for the accomplishment of the foregoing or (y) specifically mandated by the terms of this Agreement or the other Transaction Documents. The Equityholder Representative shall use reasonable efforts to keep the Equityholders reasonably informed with respect to actions of the Equityholder Representative pursuant to the authority granted to the Equityholder Representative under this Agreement which actions have a material impact on the amounts payable to the Equityholders. (b) The Equityholder Representative shall not be liable to any Pro Rata Holder for any act done or omitted in connection with the acceptance or administration of the Equityholder Representative’s responsibilities hereunder, under the Escrow Agreement or under the Paying Agent Agreement, while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Pro Rata Holders shall jointly and severally indemnify the Equityholder Representative, defend the Equityholder Representative and hold the Equityholder Representative harmless 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) (collectively, “Representative Losses”) actually incurred by the Equityholder Representative, arising out of or in connection with the acceptance or administration of the Equityholder Representative’s duties hereunder, under the Escrow Agreement or under the Paying Agent Agreement, in each case as such Representative Loss is suffered or incurred; except in the event that any such indemnified Representative Loss is finally adjudicated to have been directly caused by the fraud, bad faith, gross negligence or willful misconduct of the Equityholder Representative, the Equityholder Representative will reimburse the Pro Rata Holders the amount of such indemnified Representative Loss to the extent attributable to such fraud, bad faith, gross negligence or willful misconduct. Any such Representative Losses may be recovered by the Representative from the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Pro Rate Holders and directly from the Pro Rata Holders. In no event will the Equityholder Representative be required to advance or risk its own funds on behalf of the Pro Rata Holder or otherwise, 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 or the transactions contemplated herebyhereby or thereby. Furthermore, the Equityholder Representative shall not be required to take any action unless the Equityholder Representative has been provided with funds, security or indemnities which, in its reasonable determination, are sufficient to protect the Equityholder Representative against the costs, expenses and liabilities which may be incurred by the Equityholder Representative in performing such actions. The Equityholder Representative shall be entitled to: (i) rely upon the Allocation Schedule, (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 Pro Rata Holders or party hereto or to the Transaction Documents. The Pro Rata Holders acknowledge and agree that the foregoing indemnities and immunities will survive the resignation or removal of the Equityholder Representative and the Closing and/or the termination of this Agreement, the Escrow Agreement or the Paying Agent Agreement. (c) The power of attorney granted in this ‎Article 11 and the powers, immunities and rights to indemnification granted to the Equityholder Representative hereunder: (i) are coupled with an interest and shall be irrevocable, may be delegated by the Equityholder Representative and shall survive the death or incapacity of each Equityholder and (ii) shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of his, her or its interest in the Escrow Fund. (d) The Equityholder Representative may resign at any time or may be changed by the Equityholders constituting a majority in interest of the aggregate Pro Rata Share of all Equityholders as of such time (including in the event of the death, disability or other incapacity of an Equityholder Representative that is an individual), and, following the provision of notice to Parent, the newly appointed representative shall be the Equityholder Representative for all purposes hereunder, and any such successor shall succeed the Equityholder Representative as the Equityholder Representative hereunder. Neither the removal of, nor the appointment of a successor to, the Equityholder Representative shall affect in any manner the validity or enforceability of any actions taken or agreements, understandings or commitments entered into by the prior Equityholder Representative, which shall continue to be effective and binding on the Equityholders. For the avoidance of doubt, any compromise or settlement of any matter by the Equityholder Representative hereunder shall be binding on, and fully enforceable against, all Equityholders. No bond shall be required of the Equityholder Representative. (e) A decision, act, consent or instruction of the Equityholder Representative hereunder shall constitute a decision, act, consent or instruction of all of the Equityholders and shall be final, binding and conclusive upon each of the Equityholders and their respective successors, and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholder Representative taken in good faith under this Agreement or the Escrow Agreement are waived. Parent, ▇▇▇▇▇▇ Sub and, after the Effective Time, the Surviving Corporation, may rely upon any such decision, act, consent or instruction of the Equityholder Representative as being the decision, act, consent or instruction of each and every such Equityholder. Each Equityholder hereby agrees that for any Action arising under this Agreement or any other Transaction Document, such Equityholder may be served legal process by registered mail to the address set forth in ‎Section 13.01 for the Equityholder Representative (or any alternative address designated to the parties in writing by the Equityholder Representative), and that service in such manner shall be adequate and such Equityholder shall not assert any defense of claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. Each Equityholder shall promptly provide written notice to the Equityholder Representative of any change of address of such Equityholder. (f) Each Equityholder, by its acceptance of its share of the Aggregate Merger Consideration as set forth in the Allocation Schedule, to the extent payable, payable hereunder, accepts and agrees to be bound by the provisions set forth in this ‎Article 11.

Equityholder Representative. (a) The Equityholder Representative shall have the power and authority to take any of the following actions on behalf of the Equityholders: (i) to give and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Pro Forma Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement (including payment of all Transaction Expenses)Agreement; (iii) to waive, modify or amend any provision of this Agreement and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder under this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion may be necessary or proper or convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent Agreement. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Parent Merger Consideration Shares and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may request that Parent fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount Amount, with such amounts to be deducted from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any unpaid Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration ScheduleConsideration, after any applicable offset under Section 9.11, in each caseARTICLE IX, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative hereby accepts such power and authority. (c) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder Agreement, each Equityholder shall be deemed to have irrevocably authorized, appointed and empowered the Equityholder Representative to be the exclusive proxy, representative, agent and attorney-in-fact of such Equityholder, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of such Equityholder, at any time, in connection with, and that may be deemed by the Equityholder Representative to be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and to facilitate the consummation of the transactions contemplated hereby.

Equityholder Representative. (a) The Each Member hereby irrevocably constitutes, appoints and designates Shareholder Representative Service LLC, the Equityholder Representative shall have the Representative, as of Closing as his, her or its true and lawful attorney-in-fact, agent with full power and authority of substitution, to take any of the following actions act on behalf of the Equityholders: (i) to give and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to each Member for all purposes in connection with this Agreement and the Exchange Agent Agreement (including payment of all Transaction Expenses); (iii) to waive, modify or amend any provision of this Agreement related agreements and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder under this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take execute any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion documents which may be necessary or proper or necessary, convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent Agreement. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Merger Consideration and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration Schedule, after any applicable offset under Section 9.11, in each case, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative hereby accepts such power and authority. (c) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder Agreement, each Equityholder shall be deemed to have irrevocably authorized, appointed and empowered the Equityholder Representative to be the exclusive proxy, representative, agent and attorney-in-fact of such Equityholder, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of such Equityholder, at any time, in connection with, and that may be deemed by the Equityholder Representative to be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and to facilitate the consummation of the transactions contemplated herebyhereby 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 after such death, incapacity or resignation, appoint a substitute Equityholder Representative. In the event such Members do not so appoint a substitute Equityholder Representative within such period, Buyer shall be entitled to 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 for such representative. (b) Each Member hereby acknowledges and agrees that the obligation of any of Acquiror, the Purchasers, the Acquiror Group and their Affiliates (and after the Closing, the Company and its Subsidiaries) to make any payment to any of Member hereunder shall be fully discharged upon payment of such amount to the Paying Agent. None of Acquiror, the Purchasers, the Acquiror Group and their Affiliates (and after the Closing, the Company and its Subsidiaries) shall be liable to any Member for any act or omission of the Equityholder Representative with respect to any allocation by the Equityholder Representative to the Member, without any obligation to inquire of any such allocation by the Equityholder Representative on the part of the Acquiror, the Purchasers, the Acquiror Group and their Affiliates (and after the Closing, the Company and its Subsidiaries); provided, that Equityholder Representative shall be able to rely in the Consideration Spreadsheet in providing any post-Closing allocation. (c) Each Member hereby acknowledges and agrees that the obligation of any of Acquiror, the Purchasers, the Acquiror Group and their Affiliates (and after the Closing, the Company and its Subsidiaries) to make any payment to any of Member hereunder shall be fully discharged upon payment of such amount to the Equityholder Representative. None of Acquiror, the Purchasers, the Acquiror Group and their Affiliates (and after the Closing, the Company and its Subsidiaries) shall be liable to any Member for any act or omission of the Equityholder Representative with respect to any payment or allocation by the Equityholder Representative to the Member, without any obligation to inquire of any such payment or allocation by the Equityholder Representative on the part of the Acquiror, the Purchasers, the Acquiror Group and their Affiliates (and after the Closing, the Company and its Subsidiaries). (d) The Equityholder Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Equityholder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Members shall indemnify the Equityholder Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Equityholder Representative Expenses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Equityholder Representative Expense is suffered or incurred; provided, that in the event that any such Equityholder Representative Expense is finally adjudicated to have been caused by the fraud, gross negligence or willful misconduct of the Equityholder Representative, the Equityholder Representative will reimburse the Members the amount of such indemnified Equityholder Representative Expense to the extent attributable to such gross negligence or willful misconduct. Equityholder Representative Expenses may be recovered by the Equityholder Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Members under this Agreement at such time as such amounts would otherwise be distributable to the Members; provided, that while the Equityholder Representative may be paid from the aforementioned sources of funds, this does not relieve the Members from their obligation to promptly pay such Equityholder Representative Expenses as they are suffered or incurred. In no event will the Equityholder Representative be required to advance its own funds on behalf of the Members 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 Members set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Equityholder Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholder Representative or the termination of this Agreement. The Equityholder Representative shall act for the Members on all of the matters set forth in this Agreement and any Ancillary Agreement in the manner the Equityholder Representative believes to be in the best interest of the Members as a whole and consistent with its obligations under this Agreement and any Ancillary Agreement. (e) Upon the Closing, the Company will wire $50,000.00 (the “Expense Fund”) to the Equityholder Representative, which will be used for any expenses incurred by the Equityholder Representative. The Members will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Equityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholder Representative will hold these funds separate from its corporate funds 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 Equityholder Representative’s responsibilities, the Equityholder Representative will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Members. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Members at the time of Closing.

Equityholder Representative. (a) The Equityholder Representative By virtue of the executing and delivering this Agreement or an effective joinder hereto, each of the Equityholders shall have the power irrevocably constituted and authority to take any of the following actions on behalf of the Equityholders: (i) to give and receive noticesappointed, communications and consents under this Agreement (including upon the Closing Payment Certificate, the Initial Consideration Payout Spreadsheet (and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement (including payment of all Transaction Expenses); (iii) to waive, modify or amend any provision by execution of this Agreement and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder under this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion may be necessary or proper or convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent AgreementQualgro Partners Pte. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Merger Consideration and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration Schedule, after any applicable offset under Section 9.11, in each case, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative Ltd. hereby accepts such power and authority. (cappointment) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder Agreement, each Equityholder shall be deemed to have irrevocably authorized, appointed and empowered the Equityholder Representative to be the exclusive proxy, representative, and lawful agent and attorney-in-fact (the “Equityholder Representative”) of such Equityholderthe Equityholders for all purposes under this Agreement, including for the purposes of (a) making, litigating, arbitrating, resolving, settling, waiving or compromising any claim under or in connection with full power this Agreement, (b) giving and receiving notices and communications under this Agreement or in respect of substitutionany claims, (c) executing and delivering all documents necessary or desirable to make carry out the foregoing, and (d) taking all decisions other actions, or refraining from taking any action, necessary or appropriate in the good faith judgment of the Equityholder Representative for the accomplishment of the foregoing. (b) The Equityholder Representative shall have and determinations and may exercise all of the powers conferred upon it pursuant to this Agreement, including: (i) to act for the Equityholders with regard to all matters pertaining to indemnification referred to in this Agreement, including the power to compromise and execute, deliver and receive all documents, instruments and consents settle any indemnity claim on behalf of such Equityholderthe Equityholders and to transact matters of litigation or other Proceedings; (ii) to execute and deliver all amendments, at any timewaivers, in connection withancillary agreements, stock powers, certificates and documents that may be deemed by the Equityholder Representative to be deems necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and to facilitate in connection with the consummation of the transactions contemplated herebyby this Agreement; (iii) to execute and deliver all amendments and waivers to this Agreement that the Equityholder Representative deems necessary or appropriate, whether prior to, at or after the Closing; (iv) the power to consult with, engage and rely on any accountants or advisors retained and other experts, including legal counsel, selected by it, (subject to Section 12.01(e)) solely at the cost and expense of the Sellers; (v) the power to review, negotiate and agree the calculation and determination of any post-Closing adjustments under Section 2.02(b); (vi) to receive funds for the payment of expenses of the Equityholders and apply such funds in payment for such expenses; (vii) the power to waive any terms and conditions of this Agreement providing rights or benefits to the Sellers in accordance with the terms hereof and in the manner provided herein; (viii) to do or refrain from doing any further act or deed on behalf of the Equityholders that the Equityholder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Equityholders could do if personally present; and (ix) to receive service of process in connection with any claims under this Agreement. (c) The Equityholder Representative shall not have by reason of this Agreement or otherwise a fiduciary relationship in respect of any Equityholder. (d) Upon receipt or notice of any Third Party Claim pursuant to Section 11.06, the Equityholder Representative shall give prompt notice of the amount and details thereof (to the extent of the information in its possession) to the relevant Equityholder or Equityholders. (e) Buyer, the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Equityholder Representative in all matters referred to herein. The Equityholder Representative shall act for the Equityholders on all of the matters set forth in this Agreement in the manner the Equityholder Representative believes to be in the best interest of all of the Equityholders, taken as a whole, and consistent with the obligations under this Agreement, but the Equityholder Representative shall not be responsible to the Equityholders for any Damages the Equityholders may suffer by the performance of its duties under this Agreement, other than Damages arising from willful violation of the law or gross negligence in the performance of its duties under this Agreement. If the Equityholder Representative shall be unable or unwilling to serve in such capacity, its successor who shall serve and exercise the powers of the Equityholder Representative under this Agreement and the Escrow Agreement shall be appointed by a written instrument signed by Equityholders holding at least a majority of the outstanding Shares (on an as converted to ordinary share basis) as of immediately prior to the Closing. In the event of removal or replacement of the Equityholder Representative, the Sellers must be provided prompt written notice of such replacement, including the contact and notice information for such newly appointed Equityholder Representative. (f) The Equityholder Representative shall not be personally liable as the Equityholder Representative to any Equityholder for any act done or omitted under this Agreement and the Escrow Agreement as Equityholder Representative while acting in good faith and in the exercise of reasonable judgment. The Equityholders shall severally (but not jointly or jointly and severally) indemnify the Equityholder Representative and hold the Equityholder Representative harmless against any Damages incurred and arising out of or in connection with the acceptance or administration of the Equityholder Representative’s duties under this Agreement and the Escrow Agreement. (g) The Equityholder Representative shall serve as the Equityholder Representative without compensation, provided that the Equityholder Representative shall use the Equityholder Representative Expense Account to pay any expenses incurred by the Equityholder Representative in fulfilling its obligations under this Agreement and the Escrow Agreement. Each of the Equityholders agree that, in the event that the Equityholder Representative Expense Account is depleted prior to the obligations of the Equityholder Representative under this Agreement and the Escrow Agreement being completed, such Equityholder agrees to reimburse the Equityholder Representative for such Equityholder’s Pro Rata Share of all reasonable documented out-of-pocket expenses incurred by the Equityholder Representative in the performance of its duties under this Agreement and the Escrow Agreement. The Equityholder Representative shall distribute any remaining balance of the Equityholder Representative Expense Account to the Equityholders upon completion by the Equityholder Representative of its duties under this Agreement and the Escrow Agreement. Any such distributions from the Equityholder Representative Expense Account shall be paid to the Equityholders, with equal priority and pro rata based on each such Equityholder’s Pro Rata Share of the Equityholder Representative Expense Account, up to the aggregate total amount the Buyer originally deposited in the Equityholder Representative Expense Account.

Equityholder Representative. (a) The Equityholder Representative shall have the power and authority to take any of the following actions on behalf of the Equityholders: (i) to give and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Pro Forma Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement (including payment of all Transaction Expenses)Agreement; (iii) to waive, modify or amend any provision of this Agreement and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder under this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion may be necessary or proper or convenient in connection with or to carry out the activities described in this Agreement and the Exchange Agent Agreement. All such actions taken by the Equityholder Representative shall be deemed to be facts ascertainable outside of this Agreement for purposes of calculating the Closing Parent Merger Consideration Shares and/or any Additional Payments, as applicable, or for any other purpose hereunder, and shall be binding on all Equityholders. The Equityholders agree that, if deemed necessary by the Equityholder Representative, in his or her sole discretion, then the Equityholder Representative may request that Parent fund the Equityholder Representative Expense Fund with such additional funds as are necessary to return the balance in the Equityholder Representative Expense Fund to the Equityholder Representative Expense Holdback Amount Amount, with such amounts to be deducted from (x) any portion of the Indemnity Holdback Amount that would otherwise be released to the Equityholders on the Holdback Release Date under Section 9.11(a) or (y) any unpaid Earnout Payment that is due and payable to the Equityholders under the Earnout Consideration ScheduleConsideration, after any applicable offset under Section 9.11, in each caseArticle IX, by providing written instruction to Parent (with simultaneous written notice to the Equityholders) to transfer the applicable amount to the Equityholder Representative Expense Fund by wire transfer or immediately available funds. Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a). (b) By executing this Agreement, the Equityholder Representative hereby accepts such power and authority. (c) In addition to and without limiting the power and authority of the Equityholder Representative to take actions on behalf of the Equityholders as set forth in Section 8.01(a), by executing or voting to approve this Agreement, and/or by executing and delivering a Joinder Agreement, each Equityholder shall be deemed to have irrevocably authorized, appointed and empowered the Equityholder Representative to be the exclusive proxy, representative, agent and attorney-in-fact of such Equityholder, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of such Equityholder, at any time, in connection with, and that may be deemed by the Equityholder Representative to be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and to facilitate the consummation of the transactions contemplated hereby.