Common use of Equityholders’ Representative Clause in Contracts

Equityholders’ Representative. (a) At the Closing, Shareholder Representative Services LLC shall be constituted and appointed as the Equityholders’ Representative. The Equityholders’ Representative shall be the representative, agent and attorney-in-fact for and on behalf of the Selling Securityholders for all purposes in connection with this Agreement and the agreements ancillary hereto, including to: (i) execute, as the Equityholders’ Representative, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Selling Securityholder, to or from Purchaser (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Securityholder or 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, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Selling Securityholders (other than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(a) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7. The Selling Securityholders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Article IX, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Equityholders’ Representative. The Person serving as the Equityholders’ Representative may be removed or replaced from time to time, or if such Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Holdback Fund (or, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Purchaser. No bond shall be required of the Equityholders’ Representative.

Equityholders’ Representative. (a) At Upon approval of this Agreement pursuant to the ClosingLLCA, each of the Company Members shall be deemed to have irrevocably appointed, authorized and directed Shareholder Representative Services LLC shall be constituted and appointed to act as of the Equityholders’ Representative. The Equityholders’ Representative shall be the Closing as such Company Member’s agent, representative, agent proxy and attorney-in-fact for and on behalf of the Selling Securityholders for all purposes in connection with this Agreement and the agreements ancillary hereto, including to: (i) executefor the purpose of effecting the consummation of the Transactions and exercising, as on behalf of all Company Members, the rights and powers of the Company Members hereunder and thereunder. Without limiting the generality of the foregoing, the Equityholders’ RepresentativeRepresentative shall have full power and authority, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewithis hereby directed, for and on behalf of any Selling Securityholderthe Company Members, to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Equityholders’ Representative hereunder in connection with the Transactions and to exercise such rights, power and authority as are incidental thereto, to represent any Company Member at the Closing, to give or from Purchaser (receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of itself any Company Members, to execute and deliver, or hold in escrow and release, any other Indemnified Person) relating exhibits or amendments to this Agreement or any of other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the Transactions (any such agreements executed by the Equityholders’ Representative, together with this Agreement, the “Representative Agreements”) (it is nevertheless understood and agreed that, notwithstanding anything to the contrary contained in this Section 10.15, each Principal Member (and not the Equityholders’ Representative) shall sign the certificates contemplated by Section 7.2(e) and any other matters contemplated by exhibit to this Agreement that calls for the signature of such Principal Member and this Section 10.15 shall in no event apply to any Employment Agreement), to conduct or by such other agreement, document or instrument (except cease to conduct the extent that defense of all claims against any Company Member in connection with this Agreement expressly contemplates that any and to settle all such notice or 68 communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself all Company Members and exercise any and all rights that the Company Members are permitted or required to do or exercise under Article IX, and in connection with any claim against or by any Company Member under this Agreement. The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled with an interest. The parties hereto acknowledge and agree that, as to all matters arising under this Agreement, the Equityholders’ Representative shall act for and on behalf of the Company Members. When this Agreement provides that a determination or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent action or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements event is conclusive and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect tobinding upon the Company Members, such claimsdetermination, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto action or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Securityholder or necessary in the judgment event of the Equityholders’ Representative for shall be conclusive and binding upon the accomplishment of the foregoing and all of the other termsCompany Members. In addition, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Selling Securityholders (other than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(a) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for shall have all such incidental powers as may be necessary or desirable to carry into effect the accomplishment provisions of this Section 10.15, including, at the expense of the foregoingCompany Members, in each case without having to seek or obtain the consent of any Person under any circumstance retain attorneys, accountants and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and its Affiliates (including after the Closing, the Company) shall be entitled other advisors to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7. The Selling Securityholders shall be bound by all actions taken and documents executed by assist the Equityholders’ Representative in connection with this Article IX, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action the performance of its or decision of the Equityholders’ Representative. The Person serving as the Equityholders’ Representative may be removed or replaced from time to time, or if such Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Holdback Fund (or, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Purchaser. No bond shall be required of the Equityholders’ Representativetheir duties hereunder.

Equityholders’ Representative. (a) At By virtue of the Closingapproval and adoption of this Agreement by the Required Stockholder Vote and the delivery of the Written Consent and Support Agreement, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Shareholder Representative Services LLC shall be constituted and appointed (which, by execution of this Agreement, hereby accepts such appointment) to act as the Equityholders’ Representative. The Equityholders’ Representative shall be and as the sole representative, agent and attorney-in-fact for and on behalf of the Selling Securityholders for Equityholders (in their capacity as such), with full power of substitution to take all purposes actions on behalf of the Equityholders in connection with this Agreement and the agreements ancillary hereto, including to: (i) executeto execute and deliver on behalf of the Equityholders any amendment, as the Equityholders’ Representative, consent or waiver under this Agreement and any agreement the other Transaction Documents, (ii) to assert, and to agree to resolution of, all claims and disputes hereunder or instrument entered into or delivered thereunder, including under Section 2.10, Section 2.14 and ‎Article 10 hereof, (iii) to retain legal counsel and other professional services, at the expense of the Equityholders, in connection with the Transactionsperformance by the Equityholders’ Representative of this Agreement and the other Transaction Documents, (iiiv) give to execute and deliver on the Equityholders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement and the other Transaction Documents, (v) to make and receive noticesnotices and other communications pursuant to this Agreement and the other Transaction Documents and service of process in any Action arising out of or related to this Agreement and the other Transaction Documents, instructions and communications permitted (vi) to negotiate, settle or required under this Agreement, compromise any Action arising out of or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Selling Securityholder, to or from Purchaser (on behalf of itself or any other Indemnified Person) relating related to this Agreement or the other Transaction Documents or any of the Transactions and any other matters contemplated by this Agreement transactions hereunder or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Personthereunder, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any dispute relating hereto or claim for indemnification pursuant to the Transactions by arbitration, settlement or otherwiseArticle 10, and take or forego any or all actions permitted or required of any Selling Securityholder or 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, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms do each and conditions of this Agreement providing every act and exercise all rights or benefits to the Selling Securityholders that are either (other than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(ax) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, foregoing or (y) mandated or permitted by the terms of this Agreement or the other Transaction Documents. Payment by or on behalf of Parent or Purchaser to the Payments Administrator in each case without having to seek or obtain the consent of any Person under any circumstance and (ix) utilize the Expense Fund accordance with this Agreement shall be in connection with any full satisfaction of the foregoing. obligations of Parent, Purchaser and its their respective Affiliates (including after the Closing, the Company) shall be entitled with respect to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7. The Selling Securityholders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Article IX, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Equityholders’ Representative. The Person serving as the Equityholders’ Representative may be removed or replaced from time to time, or if such Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Holdback Fund (or, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Purchaser. No bond shall be required of the Equityholders’ Representativepayment.

Equityholders’ Representative. (a) At As, and by voting in favor of or consenting to the ClosingMerger and/or by virtue of the approval of the Merger and or by virtue of tendering their Units to receive their share of the Merger Consideration, Shareholder Representative Services LLC the Equityholders shall be constituted and appointed deemed to have irrevocably designated Parent as the “Equityholders’ Representative. The ”, to represent the Equityholders’ Representative shall be the , their respective successors, heirs, representatives and assigns as representative, agent and attorney-in-fact for from and on behalf after the date hereof in all matters relating to the Acquisition Documents and the contemplated transactions, including the exercise of the Selling Securityholders for power and authority to take any and all purposes in connection with actions and make any and all decisions required or permitted to be taken or made by Equityholders under this Agreement following the Closing. Further, each Equityholder fully and the agreements ancillary heretocompletely, including towithout restriction: (i) executeagrees to be bound by all notices received or given by, as and all agreements and determinations made by, and all documents executed and delivered by the Equityholders’ Representative under the Acquisition Documents after the Closing Date, including, without limitation, any and all documents executed and delivered and all determinations made by the Equityholders’ Representative with respect to any of the matters set forth in subsection (ii) below; (ii) authorizes the Equityholders’ Representative, on and after the Closing Date (A) to assert claims, make demands and commence Actions on behalf of such Equityholder and under the Acquisition Documents, (B) to dispute or to refrain from exercising remedies available to such Equityholder under, and exercise or refrain from exercising remedies available to such Equityholder under, the Acquisition Documents, and to sign any releases or other documents with respect to such dispute or remedy (and to bind such Equityholder in so doing), (C) to give such instructions and do such other things and refrain from doing such things as the Equityholders’ Representative shall deem appropriate to carry out the provisions of the Acquisition Documents, (D) to give any and all consents and notices under the Acquisition Documents, (E) to perform all actions, exercise all powers, and fulfill all duties otherwise assigned to the Equityholders’ Representative in this Agreement, (F) to withhold payments to such Equityholder in an amount equal to its Reserve Share, determined in accordance with Part IV of Schedule 2.03, to establish a reserve, in the Reserve Amount, out of funds otherwise payable to such Equityholders pursuant to the provisions of this Agreement for the payment of any amounts Equityholder’s Representative deems necessary, including with respect to amounts due in connection with indemnification obligations under Article IX, and (G) to negotiate and resolve any agreement dispute arising with respect to the indemnification obligations set forth in Article IX and the payment of any Escrow Amount pursuant to this Agreement; (iii) authorizes and directs the Equityholders’ Representative to receive all payments under the Acquisition Documents payable to Equityholders on or instrument entered into after the Closing Date on its behalf, to invest such funds pending their disbursement in such manner as the Equityholders’ Representative in its sole discretion deems appropriate (subject to the terms of this Agreement); and to disburse pro rata any payments due to such Equityholder under the Acquisition Documents. Each Equityholder agrees that (a) the provisions of this Section 9.08 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or delivered remedies any Equityholder may have in connection with the Transactions, transactions contemplated by the Acquisition Documents; (iib) give and receive notices, instructions and communications permitted or required under this Agreement, or the remedy at Law for any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Selling Securityholder, to or from Purchaser (on behalf of itself or any other Indemnified Person) relating to this Agreement or any breach of the Transactions provisions of this Section 9.08 would be inadequate and any other matters contemplated by (c) the provisions of this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication Section 9.08 shall be given or received by binding upon the successors and assigns of each Selling Securityholder individually), (iii) review, negotiate and Equityholder. The Equityholders agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Securityholder or necessary in the judgment of reimburse the Equityholders’ Representative for the accomplishment of the foregoing any out-of-pocket costs and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Selling Securityholders (other than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(a) and Section 1.5(c) less the Holdback Amount) expenses it incurs in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and performing its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7services hereunder. The Selling Securityholders Equityholders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Article IXshare such reimbursement expenses, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Equityholders’ Representative. The Person serving as the Equityholders’ Representative may be removed or replaced from time to time, or if such Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Holdback Fund (or, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Purchaser. No bond shall be required of the Equityholders’ Representativepro rata.

Equityholders’ Representative. (a) At By virtual of their approval of this Agreement, the Closing, Shareholder Representative Services LLC Members shall be have constituted and appointed Xxxxxxxx Xxxx, to serve as the Equityholders’ Representative. The Representative (the “Equityholders’ Representative shall be the representative, agent and attorney-in-fact Representative”) for and on behalf of the Selling Securityholders for all purposes in connection with this Agreement Members and the agreements ancillary heretoDHC, including to: (i) execute, as the Equityholders’ Representative, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) to give and receive notices, instructions notices and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Selling Securityholdercommunications, to or from Purchaser (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to, to such claims, resolve any such claims, to take any all other actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Securityholder or necessary in the judgment on behalf of the Equityholders’ Representative for the accomplishment of the foregoing Members and all of the other terms, conditions and limitations of DHC as is explicitly contemplated by this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Selling Securityholders (other than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(a) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7. The Selling Securityholders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Article IX, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Equityholders’ Representative. The Person serving as the Equityholders’ Representative may be removed or replaced from time to time, or if such Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Holdback Fund (or, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Purchaser. No bond shall be is required of the Equityholders’ Representative, and the Equityholders’ Representative does not receive any compensation for his services from DHC or the Members in connection with this Agreement. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each Member and DHC unless stated in writing otherwise. Notwithstanding anything to the contrary set forth in this Agreement, any decision, act, consent or instruction of the Equityholders’ Representative with respect to any matters contemplated hereby shall be deemed to be the decision, act, consent or instruction of all of the Members and shall be final, binding and conclusive upon each of the Members, and High Tide Parties may rely on each such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each of the Members. High Tide Parties are hereby relieved from any liability to any Person for any acts done by them in reliance upon, or in accordance with, any such decision, act, consent or instruction of the Equityholders’ Representative.

Equityholders’ Representative. (a) At the Closing, Shareholder Representative Services LLC shall be constituted and appointed as without further act of any Equityholder, the Equityholders’ Representative. The Equityholders’ Representative shall be the representative, appointed as agent and attorney-in-fact for and on behalf of the Selling Securityholders for all purposes in connection with this Agreement and the agreements ancillary hereto, including to: (i) execute, as the Equityholders’ Representative, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewitheach Equityholder, for and on behalf of any Selling Securityholder, to or from Purchaser (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication shall be given or received by each Selling Securityholder individually)Persons, (iiiA) review, negotiate to give and agree to receive notices and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article IXcommunications, (ivB) object to such claims pursuant to Section 9.6retain and appoint advisors, (vC) consent or to assert, agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration initiate litigation and comply with Orders orders of courts with respect, to all claims and awards of arbitrators with respect to, such claims, resolve disputes under this Agreement and any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Selling Securityholder or 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 AgreementTransaction Documents, (viD) consult with legal counselto negotiate and execute any waivers or amendments of, independent public accountants and other experts selected by itor give consents or approvals under, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or any other Transaction Documents, (E) to waive any terms make all determinations and conditions of this Agreement providing rights or benefits to the Selling Securityholders (other than decisions with respect to the payment and issuance of the Total Consideration payable or issuable any adjustment to consideration to be made pursuant to Section 1.5(a2.08 and any matters described in Sections 2.09, 2.10, 8.01, 8.01(a), 8.04 or 8.05 and (F) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) to take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, in each case without having including authorizing payment from, and settling disputes with respect to seek or obtain any payments from, the consent Adjustment Escrow Account. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent. In the event of any Person under any circumstance and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and its Affiliates (including after the Closingsuch resignation, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as or if the Equityholders’ Representative and treat such Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for becomes unable or unwilling to continue in this Section 9.7. The Selling Securityholders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Article IX, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action her or decision of the Equityholders’ Representative. The Person serving as the Equityholders’ Representative may be removed her or replaced from time to time, or if such Person resigns from its position capacity as the Equityholders’ Representative, then the Equityholders shall appoint a successor may be appointed, replacement Equityholders’ Representative by the holders approval of a majority in interest number of the aggregate amount of cash then held in the Holdback Fund (orEquityholders, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior on written notice to PurchaserParent. No bond shall be required of the Equityholders’ Representative, and the Equityholders’ Representative shall not receive compensation for its services. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Equityholders. The power of attorney granted in this Section 11.05(a) is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or termination of existence of each Equityholder.

Equityholders’ Representative. (a) At By the Closingadoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted, approved and appointed Shareholder Representative Services LLC shall be constituted and appointed (which, by execution of this Agreement, hereby accepts such appointment) as the Equityholders’ Representative. The Equityholders’ Representative shall be the representative, agent and attorney-in-fact for and on behalf as of the Selling Securityholders Closing for all purposes in connection with this Agreement and the agreements ancillary heretoany related agreements, including to: (i) execute, to act as the Equityholders’ Representative, this Agreement sole agent and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, attorney-in- fact for and on behalf of any Selling Securityholderthe Equityholders (in their capacity as such), with full power of substitution, to or from Purchaser (take all actions on behalf of itself the Equityholders in connection with this Agreement, including to execute and deliver on behalf of the Equityholders any amendment, consent or waiver under this Agreement and the other Transaction Documents, to assert, and to agree to resolution of, all claims and disputes hereunder or thereunder, including under Section 2.09 and Article 9 hereof, to retain legal counsel and other professional services, at the expense of the Equityholders, in connection with the performance by the Equityholders’ Representative of this Agreement and the other Transaction Documents, to execute and deliver on the Equityholders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement and the other Transaction Documents, to make and receive notices and other communications pursuant to this Agreement and the other Transaction Documents and service of process in any Action arising out of or related to this Agreement and the other Indemnified Person) relating Transaction Documents, to negotiate, settle or compromise any Action arising out of or related to this Agreement or the other Transaction Documents or any of the Transactions and any other matters contemplated by this Agreement transactions hereunder or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Personthereunder, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any dispute relating hereto or claim for indemnification pursuant to the Transactions by arbitration, settlement or otherwiseArticle 9, and take or forego any or to do each and every act and exercise all actions permitted or required of any Selling Securityholder or 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, rights that are either (vix) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Selling Securityholders (other than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(a) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, foregoing or (y) mandated or permitted by the terms of this Agreement or the other Transaction Documents. The Equityholders’ Representative shall use reasonable efforts to keep the Advisory Committee (as defined in each case without having that certain engagement agreement by and among Equityholders’ Representative and certain Equityholders) reasonably informed with respect to seek or obtain the consent actions of any Person under any circumstance and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such pursuant to the authority granted to the Equityholders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Equityholders. For the avoidance of doubt, none of the provisions of this Section 10.01 shall serve to authorize, appoint or empower the Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7. The Selling Securityholders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Article IX, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action representative or decision exclusive agent of the Equityholders’ Representative. The Person serving as Equityholders with respect to the Equityholders’ Representative may Support Agreements (or with respect to any rights, obligations or actions to be removed or replaced from time to time, or if such Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Holdback Fund (or, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Purchaser. No bond shall be required of the Equityholders’ Representativetaken thereunder).

Equityholders’ Representative. (a) At By virtue of the Closingapproval and adoption of this Agreement and the delivery of the Written Consent, Shareholder Representative Services LLC and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Fortis Advisors LLC (which, by execution of this Agreement, hereby accepts such appointment) as the Equityholders’ Representative. The Equityholders’ Representative shall be and as the sole representative, exclusive agent and attorney-in-fact for and on behalf of the Selling Securityholders for Equityholders (in their capacity as such), with full power of substitution, to take all purposes actions on behalf of the Equityholders in connection with this Agreement and the agreements ancillary hereto, including to: (i) executeto execute and deliver on behalf of the Equityholders any amendment, as the Equityholders’ Representative, consent or waiver under this Agreement and any agreement the other Transaction Documents, (ii) to assert, and to agree to resolution of, all claims and disputes hereunder or instrument entered into or delivered thereunder, including under Section 3.14 and Article 11, (iii) to retain legal counsel and other professional services, at the expense of the Equityholders, in connection with the Transactionsperformance by the Equityholders’ Representative of this Agreement and the other Transaction Documents, (iiiv) give to execute and deliver on the Equityholders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement and the other Transaction Documents, (v) to make and receive noticesnotices and other communications pursuant to this Agreement and the other Transaction Documents and service of process in any Action arising out of or related to this Agreement and the other Transaction Documents, instructions and communications permitted (vi) to negotiate, settle or required under this Agreement, compromise any Action arising out of or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Selling Securityholder, to or from Purchaser (on behalf of itself or any other Indemnified Person) relating related to this Agreement or the other Transaction Documents or any of the Transactions and any other matters contemplated by this Agreement transactions hereunder or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or 68 communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and agree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Personthereunder, including by not objecting to such claims) pursuant to this Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any dispute relating hereto or claim hereunder (including any claim for indemnification pursuant to the Transactions by arbitration, settlement or otherwiseArticle 11), and take or forego any or all actions permitted or required of any Selling Securityholder or 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, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms do each and conditions of this Agreement providing every act and exercise all rights or benefits to the Selling Securityholders that are either (other than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(ax) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, in each case without having foregoing or (y) mandated or permitted by the terms of this Agreement or the other Transaction Documents. The Equityholders’ Representative shall use commercially reasonable efforts to seek or obtain keep the consent Advisory Group reasonably informed with respect to actions of any Person under any circumstance and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such Equityholders’ Representative as pursuant to the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7. The Selling Securityholders shall be bound by all actions taken and documents executed by granted to the Equityholders’ Representative in connection with under this Article IX, and Purchaser and other Indemnified Persons Agreement which actions have a material impact on the amounts payable to or the obligations of the Equityholders. The Equityholders’ Representative shall be entitled to: (i) rely upon any signature believed by it to rely exclusively be genuine and (iii) reasonably assume that a signatory has proper authorization to sign on any action or decision behalf of the Equityholders’ Representativeapplicable Equityholder or other party. The Person serving as Notwithstanding the foregoing, the Equityholders’ Representative may be removed or replaced from time shall have no obligation to timeact on behalf of the Equityholders, or if such Person resigns from its position except as expressly provided in this Agreement, in the Exchange Agent Agreement and in the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Holdback Fund (or, in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to PurchaserRepresentative Engagement Agreement. No bond shall be required of the Equityholders’ Representative.134