Common use of Equityholders’ Representative Clause in Contracts

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article III, Article IX, Article X, and the Escrow Agreement and the taking by the Equityholders’ Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder and the making of any decisions required or permitted to be taken by the Equityholders’ Representative under this 58 Agreement and the Escrow Agreement (it being understood that the Equityholders’ Representative shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5). The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual), and any such successor shall succeed the Equityholders’ Representative as Equityholders’ Representative hereunder. No bond shall be required of the Equityholders’ Representative, and the Equityholders’ Representative shall receive no compensation for its services.

Equityholders’ Representative. (a) Appointment. By virtue of At the adoption of this Agreement by the Company’s stockholdersClosing, and without further action act of any EquityholderCompany Stockholder or Equity Award Holder, each Equityholder the Equityholders’ Representative shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ Representative”) for each Company Stockholder and Equity Award Holder, for and on behalf of the Equityholders (in their capacity as such), with full power of substitutionsuch Persons, to act in the namegive and receive notices and communications, place to retain and stead appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of each Equityholder courts and awards of arbitrators with respect to Section 2.7, Article III, Article IX, Article X, all claims and the Escrow disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in the taking by judgment of the Equityholders’ Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense accomplishment of the Equityholdersforegoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such counselappointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, investment bankersvoting together as a single class, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder and the making authorization of any decisions required or permitted to be taken by the Equityholders’ Representative under this 58 Agreement to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Escrow Agreement (it being understood that Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall have no right constitute notice to pursue any claim on behalf of any Company Indemnified Party in respect or from each of the rights granted to Company Indemnified Parties under Section 6.5)Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.1 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death death, incapacity, illness, bankruptcy, dissolution, or incapacity other inability to act of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote Company Stockholder or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual), and any such successor shall succeed the Equityholders’ Representative as Equityholders’ Representative hereunder. No bond shall be required of the Equityholders’ Representative, and the Equityholders’ Representative shall receive no compensation for its servicesEquity Award Holder.

Equityholders’ Representative. (a) Appointment. By virtue of Immediately upon the adoption approval of this Agreement by the Company’s stockholders, and without further action requisite vote or written consent of any Equityholderthe Stockholders, each Equityholder shall be deemed to have irrevocably constituted consented to the appointment of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) Xxxx Xxxx, collectively, as agent and the Equityholders’ Representative, as the attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such)each such Equityholder, with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article III, Article IX, Article X, and the Escrow Agreement and the taking by the Equityholders’ Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder actions and the making of any decisions required or permitted to be taken by the Equityholders’ Representative under this 58 Agreement shall require the affirmative vote of two of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxx Xxxx. The powers of the Equityholders’ Representative includes the exercise of the power to (a) execute and deliver this Agreement and the Escrow Agreement, and, in each case, any amendment thereof or waiver thereunder, (b) subject to the limitations set forth in Section 1.12(l), make the sole determination with respect to the amounts, timing, and allocation of any Earnout Bonus Payment, (c) authorize delivery to Purchaser of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (d) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims, (e) resolve any Indemnification Claims, and (f) take all actions necessary in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Equityholders’ Representative has unlimited authority and power to act on behalf of each Equityholder with respect to this Agreement and the Escrow Agreement (it being understood that and the Equityholders’ Representative shall have no right disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to pursue any claim on behalf of any Company Indemnified Party in respect of this Agreement or the rights granted to Company Indemnified Parties under Section 6.5)Escrow Agreement. The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may Equityholders will be delegated bound by all actions taken by the Equityholders’ Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under connection with this Agreement have been discharged (including within twenty (20) Business Days in or the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual)Escrow Agreement, and any such successor shall succeed the Equityholders’ Representative as Equityholders’ Representative hereunder. No bond Purchaser shall be required entitled to rely on any action or decision of the Equityholders’ Representative. The Equityholders’ Representative will incur no liability with respect to any action taken or suffered by the Equityholders’ Representative in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Equityholders’ 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 Equityholders’ Representative’s own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Equityholders’ Representative may rely on the advice of counsel, and the Equityholders’ Representative will not be liable to Equityholders for anything done, omitted or suffered in good faith by the Equityholders’ Representative based on such advice. The Equityholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to the Equityholders’ Representative. If and to the extent any such appointment of the Equityholders’ Representative is revoked, such revocation shall receive no compensation be considered a breach of this Agreement and Purchaser shall be entitled to any such resulting Losses from such revocation. The initial Equityholders’ Representative may appoint a successor Equityholders’ Representative, and such appointment shall become effective upon written notice to Purchaser. Each of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxx Xxxx may be removed by action of a majority of the Equityholders. In the event of the resignation, removal, death or incapacity of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx or Xxxx Xxxx, a successor for its servicessuch Person shall thereafter be appointed by vote or written consent of a majority of the Indemnifying Equityholders. Any new or successor Equityholders’ Representative will assume all rights and obligations of the initial Equityholders’ Representative under this Agreement.

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. Fortis Advisors LLC, a Delaware limited liability company (and by execution of this Agreement it such Person hereby accepts such appointment) to act as the Equityholders Representative under this Agreement in accordance with the terms of this Section 10.1 and the Escrow Agreement and (ii) the Equityholders Representative as exclusive agent and attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article IIISection 2.8, Section 6.2, Section 6.8, Article IX, Article X, IX and the Escrow Agreement and to facilitate the consummation of the transactions contemplated hereby, including the taking by the Equityholders’ Equityholders Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder actions and the making of any decisions required or permitted to be taken by the Equityholders’ Equityholders Representative under this 58 Agreement and Section 2.7, Section 2.8, Section 6.2, Section 6.8, Article IX, the Escrow Agreement or the Equityholders Representative Engagement Agreement (it being understood that the Equityholders’ Representative Equityholders shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5)6.6) and to accept on behalf of each Equityholder service of process and any notices required to be served on the Equityholders. Notwithstanding the foregoing, the Equityholders Representative shall have no obligation to act on behalf of the Equityholders, except as expressly provided herein, in the Escrow Agreement and in the Equityholders Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholders Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. All such actions shall be deemed to be facts ascertainable outside the Agreement and shall be binding on the Equityholders and their successors as if expressly confirmed and ratified in writing as a matter of contract Law and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholders Representative taken in good faith under this Agreement, the Escrow Agreement or the Equityholders Representative Engagement Agreement are waived. The power of attorney and the immunities and rights to indemnification granted to the Equityholders Representative Group in this Section 10.1 is 10.1: (i) are coupled with an interest and is are irrevocable, may be delegated by the Equityholders’ Equityholders Representative and shall survive the death or incapacity of each EquityholderEquityholder (ii) and 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. Such The Equityholders Representative may resign at any time, and such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, by the holders of a majority in interest of the General Escrow Account Fund from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual)time, and any such successor shall succeed the Equityholders’ Equityholders Representative as Equityholders’ Equityholders Representative hereunder. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholders Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. For the avoidance of doubt, any compromise or settlement of any matter by the Equityholders Representative hereunder shall be binding on, and fully enforceable against, all Equityholders. No bond shall be required of the Equityholders’ Equityholders Representative, and the Equityholders’ Representative shall receive no compensation for its services.

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. Xx. Xxxxxxx X. Quake (and by execution of this Agreement it such Person hereby accepts such appointment) to act as the Equityholders Representative under this Agreement in accordance with the terms of this Section 10.1 and (ii) the Equityholders Representative as agent and attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7Article II, Article III, Article IXVI and Article IX and to facilitate the consummation of the transactions contemplated hereby, Article X, and the Escrow Agreement and including the taking by the Equityholders’ Equityholders Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder actions and the making of any decisions required or permitted to be taken by the Equityholders’ Equityholders Representative under this 58 Agreement Article II, Article III, Article VI and the Escrow Agreement Article IX (it being understood that the Equityholders’ Representative Equityholders shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5)6.4) and to accept on behalf of each Equityholder service of process and any notices required to be served on the Equityholders. All such actions shall be deemed to be facts ascertainable outside the Agreement and shall be binding on the Equityholders as a matter of contract Law. The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Equityholders Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, by the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual)Merger Consideration, and any such successor shall succeed the Equityholders’ Equityholders Representative as Equityholders’ Equityholders Representative hereunder. For the avoidance of doubt, any compromise or settlement of any matter by the Equityholders Representative hereunder shall be binding on, and fully enforceable against, all Equityholders. No bond shall be required of the Equityholders’ Equityholders Representative, and the Equityholders’ Representative shall receive no compensation for its services.

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. Xxxxxxx Xxxxxx (and by execution of this Agreement it such Person hereby accepts such appointment) to act as the Equityholders Representative under this Agreement in accordance with the terms of this Section 10.1 and (ii) the Equityholders Representative as agent and attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article IIISection 2.8, Section 6.2, Section 6.8, Article IXIX and to facilitate the consummation of the transactions contemplated hereby, Article X, and the Escrow Agreement and including the taking by the Equityholders’ Equityholders Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder actions and the making of any decisions required or permitted to be taken by the Equityholders’ Equityholders Representative under this 58 Agreement and the Escrow Agreement Section 2.7, Section 2.8, Section 6.2, Section 6.8, Article IX (it being understood that the Equityholders’ Representative Equityholders shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5)6.6) and to accept on behalf of each Equityholder service of process and any notices required to be served on the Equityholders. All such actions shall be deemed to be facts ascertainable outside the Agreement and shall be binding on the Equityholders as a matter of contract Law. The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Equityholders Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, by the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in Company Common Stock as of Closing. For the event avoidance of doubt, any compromise or settlement of any matter by the death, disability or other incapacity of an Equityholders’ Equityholders Representative that is an individual)hereunder shall be binding on, and any such successor shall succeed the fully enforceable against, all Equityholders’ Representative as Equityholders’ Representative hereunder. No bond shall be required of the Equityholders’ Equityholders Representative, and the Equityholders’ Equityholders Representative shall receive no compensation for its his services. The Equityholders Representative may designate another Person, upon whose instruction Parent and the Surviving Company shall be entitled to rely, without any investigation or inquiry, as having been taken or not taken upon the authority of the Equityholders Representative.

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. Project Renegade LLC, (and by execution of this Agreement it such Person hereby accepts such appointment) to act as the Equityholders Representative under this Agreement in accordance with the terms of this Section 10.1 and the Escrow Agreement and (ii) the Equityholders Representative as exclusive agent and attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article IIISection 6.2, Section 6.8, Article IX, Article X, IX and the Escrow Agreement and to facilitate the consummation of the transactions contemplated hereby, including the taking by the Equityholders’ Equityholders Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder actions and the making of any decisions required or permitted to be taken by the Equityholders’ Equityholders Representative under this 58 Agreement and Section 2.7, Section 6.2, Section 6.8, Article IX, the Escrow Agreement or the Equityholders Representative Engagement Agreement (it being understood that the Equityholders’ Representative Equityholders shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5)6.6) and to accept on behalf of each Equityholder service of process and any notices required to be served on the Equityholders. Notwithstanding the foregoing, the Equityholders Representative shall have no obligation to act on behalf of the Equityholders, except as expressly provided herein, in the Escrow Agreement and in the Equityholders Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholders Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. All such actions shall be deemed to be facts ascertainable outside the Agreement and shall be binding on the Equityholders and their successors as if expressly confirmed and ratified in writing as a matter of contract Law and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholders Representative taken in good faith under this Agreement, the Escrow Agreement or the Equityholders Representative Engagement Agreement are waived. The power of attorney and the immunities and rights to indemnification granted to the Equityholders Representative Group in this Section 10.1 is 10.1: (i) are coupled with an interest and is are irrevocable, may be delegated by the Equityholders’ Equityholders Representative and shall survive the death or incapacity of each EquityholderEquityholder (ii) and 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. Such The Equityholders Representative may resign at any time, and such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, by the holders of a majority in interest of the General Escrow Account Fund from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual)time, and any such successor shall succeed the Equityholders’ Equityholders Representative as Equityholders’ Equityholders Representative hereunder. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholders Representative and the Closing and/or any termination of this Agreement and the Escrow Agreement. For the avoidance of doubt, any compromise or settlement of any matter by the Equityholders Representative hereunder shall be binding on, and fully enforceable against, all Equityholders. No bond shall be required of the Equityholders’ Equityholders Representative, and the Equityholders’ Representative shall receive no compensation for its services.

Equityholders’ Representative. (a) Appointment. By virtue of At the adoption of this Agreement by the Company’s stockholdersClosing, and without further action act of any EquityholderCompany Stockholder or Equity Award Holder, each Equityholder the Equityholders’ Representative shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ Representative”) for each Company Stockholder and Equity Award Holder, for and on behalf of the Equityholders (in their capacity as such), with full power of substitutionsuch Persons, to act in the namegive and receive notices and communications, place to retain and stead appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of each Equityholder courts and awards of arbitrators with respect to Section 2.7, Article III, Article IX, Article X, all claims and the Escrow disputes under this Agreement and the taking by any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement, to do any and all things and to take any and all action that the Equityholders’ Representative of any and all actionsRepresentative, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion discretion, may consider necessary or proper or convenient in connection with or to be necessary, advisable carry out the transactions contemplated by this Agreement and to take all actions necessary or appropriate in order to carry out and perform its rights and obligations hereunder and the making judgment of any decisions required or permitted to be taken by the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under this 58 Agreement Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the Escrow Agreement (it being understood that holders of a majority of the outstanding Company Common Shares, voting together as a single class, and authorization of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at any time and such agency may be changed by a majority-in-interest of the Company Stockholders from time to time upon written notice to Parent, and a majority-in-interest of the Company Stockholders shall appoint a replacement Equityholders’ Representative upon written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall have no right constitute notice to pursue any claim on behalf of any Company Indemnified Party in respect or from each of the rights granted to Company Indemnified Parties under Section 6.5)Stockholders 108 and Equity Award Holders. The power of attorney granted in this Section 10.1 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death death, incapacity, illness, bankruptcy, dissolution, or incapacity other inability to act of each EquityholderCompany Stockholder or Equity Award Holder. Such agency may be changed byFor the avoidance of doubt, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual), and any such successor shall succeed the Equityholders’ Representative as Equityholders’ Representative hereunder. No bond shall be required of the Equityholders’ Representative, and the Equityholders’ Representative shall receive no compensation for its servicesbe entitled to enforce any of the provisions of this Agreement on behalf of the Company Stockholders.

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s 's stockholders, and without further action of any EquityholderCompany stockholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. Castanea Partners, Inc. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“"Equityholders’ ' Representative”") for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.72.8, Article III, Article IX, Article X, X and the Escrow Agreement and the taking by the Equityholders’ ' Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder actions and the making of any decisions required or permitted to be taken by the Equityholders’ ' Representative under this 58 Agreement and Section 2.8, Article X or the Escrow Agreement (it being understood that the Equityholders’ ' Representative shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.57.7). The power of attorney granted in this Section 10.1 11.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ ' Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, by the holders of a majority in interest of the General Indemnity Escrow Account Fund from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability liquidation or other incapacity dissolution of an the Equityholders’ Representative that is an individual' Representative), and any such successor shall succeed the Equityholders’ ' Representative as Equityholders’ ' Representative hereunder. No bond shall be required of the Equityholders’ ' Representative, and the Equityholders’ ' Representative shall receive no compensation for its services.