Common use of Purchaser Representative Clause in Contracts

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity as the Purchaser Representative, as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (v) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.. 76

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) By execution and delivery of this Agreement, Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity Sponsor as the Purchaser Representative, Representative and as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Share Acquisition Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vii) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Share Acquisition Closing consideration adjustment or indemnification claim; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization authorisation as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Mehana Capital LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.15; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of the Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative Representative, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.13 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Zhengqi International Holding Limited, in the its capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee a Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Shareholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Shareholder or Indemnifying Party relating to the defense or settlement of any indemnification claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they (nor any other Party Party) shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xxx Holding Limited, in the its capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with under Article IXVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.47.4; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) making on behalf of Purchaser such Person any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, Adjustment Amount and the adjustment to the number of Exchange Consideration Shares under Section 2.5 1.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Sellers and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Seller Representative, the Company, any Seller or other Indemnitor relating to the defense or settlement of any indemnification claims for which an Indemnitor may be required to indemnify a Indemnitee pursuant to Article VII shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 11.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) PurchaserEach of Purchaser and Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx X. Xxxxxx, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and Pubco, Purchaser, the Company and the Seller Representative, shall be binding upon Purchaser the Purchaser, Pubco, and its their respective Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Greenland Asset Management Corporation, in the its capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with under Article IXVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.47.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller and its successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Seller, the Company or other Indemnitor relating to the defense or settlement of any indemnification claims for which an Indemnitor may be required to indemnify a Indemnitee pursuant to Article VII shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 11.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Koo Dom Investment LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.15; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the holders of Purchaser Securities and its Subsidiaries, successors and assignsassigns (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns who have become holders of Purchaser Securities after the Effective Time), and neither such holders of Purchaser Securities and its Subsidiaries, successors and assigns (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns who have become holders of Purchaser Securities after the Effective Time) nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement. For the avoidance of doubt, notwithstanding the powers granted to the Purchaser Representative in this Section 10.14 by the Purchaser and its Representatives prior to the Closing and the creation of the Post-Closing Purchaser Board, nothing in this Section 10.14 gives the Purchaser Representative power to control the Post-Closing Purchaser Board after the Closing.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx the Sponsor, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.16; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.. 77

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Artemis Sponsor, LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.13; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Stockholders immediately prior to the Effective Time and its successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.. 66

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Navy Sail International Limited, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Aggregate Merger Consideration adjustments under Section 9.42.8; (ii) controlling and making on behalf of Purchaser any determinations and taking all actions on their behalf relating with respect to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release vesting or forfeiture of the Earnout Escrow Property Shares under Section 2.6, and any disputes with respect thereto 2.10; (iii) acting on behalf of Purchaser such Person under the Earnout Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between Purchaser Representative and the Company, Seller Representative, any Company Shareholders, shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 12.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Aesther Healthcare Sponsor, LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.13; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Sxxx Xxxx Hoo, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Closing and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 12.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.. 58

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, Navy Sail International Limited confirms that by execution and delivery of this Agreement, hereby they have been irrevocably appoints Shih-Xxxxx Xxxx appointed by the Purchaser and the shareholders of the Purchaser immediately prior to the Effective Time in the capacity as the Purchaser Representative, as its their agent, and attorney-in-fact and representative, with full power of substitution to act in the their name, place and stead of Purchaserxxxxx, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination issuance of the Finally Determined Earnout Shares, the adjustment to the Exchange Consideration indemnification claims under Section 2.5 this Agreement, and any disputes or discussions with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (ivii) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viii) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon the shareholders of the Purchaser and its Subsidiariesimmediately prior to the Effective Time, the Purchaser, their respective successors and assigns, and neither Purchaser Purchaser, its shareholders immediately prior to the Effective Time, nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 12.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx American Physicians LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv)) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxx Xxxxx Xxxx in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv)) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Shareholders shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) By execution and delivery of this Agreement, Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity as Sponsor (the “Purchaser Representative, ”) as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Share Acquisition Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; , (vii) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; , (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; , (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated herebyTransactions, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Share Acquisition Closing consideration adjustment or indemnification claim; claim and (viiiv) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 13.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx First Light Acquisition Group, LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv)) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person, (vi) determining the amount of the consideration payable to Company Stockholders under this Agreement pursuant to Sections 1.13 and 1.14; and (vii) determining whether a breach of the representation and warranty set forth in Section 4.3(c)(v) has occurred and the resulting damages suffered by the Purchaser as a result thereof; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx LF International Pte. Ltd., in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with under Article IXVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.47.4; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) making on behalf of Purchaser such Person any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, Adjustment Amount and the adjustment to the number of Exchange Consideration Shares under Section 2.5 1.5, and in each case any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Sellers and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Seller Representative, the Company, any Seller or other Indemnitor relating to the defense or settlement of any indemnification claims for which an Indemnitor may be required to indemnify an Indemnitee pursuant to Article VII shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 11.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) PurchaserEach of Purchaser and Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity Relativity Acquisition Sponsor, LLC, as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document which expressly contemplates that unless such rights are granted to the Purchaser Representative will act on behalf of Purchaserand/or Pubco in this Agreement; (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which unless otherwise expressly contemplates that the Purchaser Representative will act on behalf of Purchaserprovided herein; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimperformance of its duties as the Purchaser Representative; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under any this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserAgreement, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person unless otherwise provided herein. All decisions and actions by the Purchaser Representative in accordance with this Agreement, including any agreement between the Purchaser Representative and the Seller Representative, shall be binding upon Purchaser the Purchaser, Pubco, and its their respective Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assignsassigns (collectively, the "Purchaser Represented Persons"), by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Navy Sail International Limited, in the capacity as the Purchaser Representative, as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaserthe Purchaser Represented Persons, to act on behalf of each the Purchaser Represented Persons from and after the Closing for all purposes in connection withwith this Agreement, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of the Purchaser Represented Persons any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release (ii) making on behalf of such Persons any determinations and taking all actions on their behalf relating to the determination of the Revenue and whether the conditions for the delivery of the Earnout Escrow Property Shares have been satisfied under Section 2.6, and any disputes with respect thereto thereto; (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of the Purchaser Represented Persons any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaserthe Purchaser Represented Parties; (viv) signing on behalf of the Purchaser Represented Persons any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaserany Purchaser Represented Persons; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimadjustment; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers Purchaser Represented Person under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchasersuch Purchaser Represented Person, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Purchaser Represented Person. All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assignsRepresented Persons, and neither no Purchaser Represented Person nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The Purchaser, on behalf of itself and the other Purchaser Represented Persons, acknowledges and agrees that it and they shall not: (x) prohibit the Sellers or the Seller Representative from seeking proper discovery of documents and other information; or (y) permit the Purchaser Representative or the Purchaser Represented Persons from asserting that such documents are not discoverable. The provisions of this Section 13.15 12.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) PurchaserEach of Purchaser and, solely with respect to subsections (i), (ii), (iii) (vi) and (vii) of this Section 15.13, Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Alussa Energy Sponsor LLC in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, such Person and to act on behalf of Purchaser such Person from and after the Second Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations such Person and taking all actions on their behalf relating to the determination any Leakage; (ii) taking any action in respect of the Finally Determined Sharesindemnification as contemplated under Article X, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) ), acting on behalf of Purchaser such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity; (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically so authorized and directed to act on behalf of, and for the benefit of, the holders of Pubco Securities from and after the Second Closing (other than the Indemnitors and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon Pubco and Purchaser and its their respective Subsidiaries, successors and assigns, and neither Pubco, Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 15.13 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-J. Xxxxxx Xxxxx Xxxx in the his capacity as the Purchaser Representative, as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing End Date in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX7, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.47.16; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Extension Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of Purchaser under any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 ‎12.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.. 55

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Bright Vision SPONSOR LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.12; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Stockholders immediately prior to the Effective Time and its successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.. 72

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xxxxxx Xxxxx, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Stockholder Share Consideration adjustments under Section 9.42.13; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Target Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 13.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx the Sponsor, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling respect to whether the Share Price Targets have been achieved and participating in any Third Party Claim in accordance with Earnout Shares are to be issued under Section 9.41.3; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Sellers and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Seller Representative, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xx. Xxx Xxxxxx, Ph.D., in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.13; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) PurchaserEach of Purchaser and Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx IWH Sponsor LP in the TABLE OF CONTENTS capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) controlling and making on behalf of Purchaser any determinations and taking all actions on their behalf relating with respect to the determination of the Finally Determined Shares, the adjustment to the Exchange post-Closing Merger Consideration adjustments under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto 1.16; (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Pubco Securities from and after the Closing (other than the Seller and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and Pubco, Purchaser, the Company, the Seller Representative, any Seller or other Indemnitor relating to the defense or settlement of any claims for which an Indemnitor may be required to indemnify an Indemnitee pursuant to Article VI, shall be binding upon Pubco, Purchaser and its their respective Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Lxx Xxxx Hin, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Stockholder Share Consideration adjustments under Section 9.42.13; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Target Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 13.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) By execution and delivery of this Agreement, Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity as Sponsor (the “Purchaser Representative, ”) as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Share Acquisition Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vii) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Share Acquisition Closing consideration adjustment or indemnification claim; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.. 76

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx 5AK, LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4V; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) prior to the Closing, terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) prior to the Closing, signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the holders of Company Securities immediately prior to the Closing and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller, the Seller Parent, or an Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article V, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Data Knights, LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.15; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Extension Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx the Sponsor, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.17; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative Representative, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably constitutes and appoints Shih-Xxxxx Xxxx Healthwell Acquisition Corp. I Sponsor LLC in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv)) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Pubco Securities from and after the Closing (other than the Company Security Holders and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and Pubco, Purchaser, the Company, the Seller Representative or any Company Shareholder, shall be binding upon Purchaser and its Subsidiariesits, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 12.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Mehana Equity LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.15; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative Representative, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.13 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx B. Lxxx Xxxx, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Seller Consideration adjustments under Section 9.41.5; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller and its successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Seller Representative relating to any disputes under Section 1.5, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx the Sponsor, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx the Sponsor in the capacity as the Purchaser Representative, as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (v) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers Purchaser under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserXxxxxxxxx, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx OceanTech Acquisitions I Sponsors LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representativeRepresentative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the Earnout under Section 9.41.9; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the holders of Purchaser Securities and its Subsidiaries, successors and assignsassigns (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns who have become holders of Purchaser Securities after the Effective Time), and neither such holders of Purchaser Securities and its Subsidiaries, successors and assigns (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns who have become holders of Purchaser Securities after the Effective Time) nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.. For the avoidance of doubt, notwithstanding the powers granted to the Purchaser Representative in this Section 10.14 by the Purchaser and its Representatives prior to the Closing and the creation of the Post-Closing Purchaser Board, nothing in this Section 10.14 gives the Purchaser Representative power to control the Post-Closing Purchaser Board after the Closing. 85

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx MEHANA EQUITY LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.41.13; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement or Purchase Price Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative Representative, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.13 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx ARC Global Investments II, LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) controlling and making on behalf of Purchaser any determinations and taking all actions on their behalf relating with respect to the determination of the Finally Determined Shares, the adjustment to the Exchange post-Closing Merger Consideration adjustments under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto 1.13; (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, on behalf Each Purchaser Party hereby consents to and authorizes the appointment of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity BTO Juno Holdings L.P. as the Purchaser Representative hereunder (the “Purchaser Representative, ”) and as its agent, the true and lawful agent and attorney-in-fact for and representativeon behalf of the Purchaser Party, with full power of substitution to act and re-substitution, and for and in the such Purchaser Party’s name, place and stead stead, with full power and authority and as fully and to the same extent as such Purchaser Party can, might or could do under applicable law, of Purchaser, to act on behalf of Purchaser from any and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to and the determination making of the Finally Determined Sharesany decisions required or permitted by, the adjustment to the Exchange Consideration under Section 2.5 and any disputes or with respect theretoto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (v) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, including (a) the exercise of the power and any other reasonable out-of-pocket fees and expenses allocable or in any way relating authority granted to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement, including to agree to execute any consents under this Agreement, and (b) to take all actions necessary in the judgment of the Purchaser Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby, which power of attorney is coupled with an interest, given primarily for business and commercial purposes and shall survive and not be affected by any subsequent death, disability, incapacity, bankruptcy or liquidation of such Purchaser Party. Each Purchaser Party shall be bound by the actions taken by the Purchaser Representative exercising the rights granted to it by this Agreement, and the Company shall be entitled to rely on any such action or decision of the Purchaser Representative. If the Purchaser Representative shall resign or otherwise be unable to fulfill its responsibilities hereunder, the Purchaser Parties shall appoint a new Purchaser Representative as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series B Preferred Stock, Conversion Shares and Dividend Shares beneficially owned by the Purchaser or Purchaser Parties that are successors or permitted assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative to the Company.

Purchaser Representative. (a) PurchaserEach of Purchaser and Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx MTech Sponsor LLC in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an a Purchaser Indemnitee or Purchaser Indemnitor any indemnification claims by or against, as applicable, any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) controlling and making on behalf of Purchaser any determinations and taking all actions on their behalf relating with respect to the determination of the Finally Determined Shares, the adjustment to the Exchange post-Closing Merger Consideration adjustments under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto 1.15; (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Pubco Securities from and after the Closing (other than the Sellers and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and Pubco, Purchaser, the Company, the Seller Representative, any Seller or other Indemnitor or Indemnitee relating to the defense or settlement of any claims for which an Indemnitor may be required to indemnify an Indemnitee pursuant to Article VI, shall be binding upon Pubco, Purchaser and its their respective Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx DIAC Sponsor LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, G-Star Management Corporation confirms that by execution and delivery of this Agreement, hereby it has been irrevocably appoints Shih-Xxxxx Xxxx appointed by Pxxxxxxxx and the shareholders of Purchaser immediately prior to the Effective Time in the capacity as the Purchaser Representative, as its their agent, and attorney-in-fact and representative, with full power of substitution to act in the their name, place and stead of Purchasersxxxx, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination issuance of the Finally Determined Earnout Shares, the adjustment to the Exchange Consideration indemnification claims under Section 2.5 this Agreement, and any disputes or discussions with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (ivii) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viii) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon the shareholders of Purchaser and its Subsidiariesimmediately prior to the Effective Time, Purchaser, their respective successors and assigns, and neither Purchaser Purchaser, its shareholders immediately prior to the Effective Time, nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 11.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx AMCI Sponsor LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiiv) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) PurchaserEach of Purchaser and, solely with respect to subsections (i), (ii), (v) and (vi) of this Section 12.14(a), Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this AgreementAgreement (or with respect to Pubco, the joinder hereto), hereby irrevocably appoints Shih-Xxxxx Xxxx Lagniappe Ventures LLC in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser such Person any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, Adjustment Amount and the adjustment to the Exchange Transaction Consideration under Section 2.5 2.5, and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto ; (iiiii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity; (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimadjustment; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Pubco Securities from and after the Closing (other than the Sellers and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon Pubco and Purchaser and its their respective Subsidiaries, successors and assigns, and neither Pubco, Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 12.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) PurchaserEach of the Purchaser and Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably constitutes and appoints Shih-Xxxxx Xxxx BCAC Purchaser Rep LLC in the capacity as the Purchaser Representative, as its each such Person’s true and lawful agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) controlling and making on behalf of Purchaser any determinations and taking all actions on their behalf relating with respect to the determination of the Finally Determined Shares, the adjustment to the Exchange post-Closing Merger Consideration adjustments under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto 1.15; (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Pubco Securities from and after the Closing (other than the Company Security Holders and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and Pubco, the Purchaser, the Company, the Seller Representative, any Company Security Holder or other Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon Pubco, the Purchaser and its their respective Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx SSVK Associates, LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Yntegra Capital Investments LLC, in the its capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the holders of Company Common Stock immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company and the Company Stockholder, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) By execution and delivery of this Agreement, Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity as Sponsor (the “Purchaser Representative, ”) as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.49.5; (ii) making on behalf of Purchaser any determinations and taking all actions on their its behalf relating to the determination adjustment of the Finally Determined Shares, the adjustment to the Exchange Initial Cash Consideration under Section 2.5 2.3 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto ; (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viv) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Galileo Founders Holdings, L.P, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with determinations relating to the Earnout Statement pursuant to Section 9.41.16; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viv) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 9.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Yntegra Capital Investments LLC, in the its capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the holders of Company Common Stock immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company and the Company Stockholder, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Bright Vision SPONSOR LLC, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of an Indemnitee making any indemnification claims by any of them in accordance determinations with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with respect to the post-Closing Merger Consideration adjustments under Section 9.4‎1.12; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Stockholders immediately prior to the Effective Time and its successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 ‎9.16 are irrevocable and coupled with an interest. The Purchaser Representative hereby hxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) PurchaserEach of Purchaser and Pubco, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xxxxxx Oakwood Investments, LLC in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim satisfaction of such claims in accordance with Section 9.42.3 and Article IX; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (viiv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viiivi) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Pubco Securities from and after the Closing (other than the Sellers and their respective successors and assigns and the holders of Assumed Convertible Securities). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and Pubco, Purchaser, the Company, any Seller or other Indemnitor relating to the defense or settlement of any indemnification claims for which an Indemnitor may be required to indemnify an Indemnitee pursuant to Article IX, shall be binding upon Pubco, Purchaser and its their respective Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 13.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Gxxxxx Xxxxxxxxxxx, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee Indemnified Party any indemnification claims by any of them in accordance with under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4VI; (ii) controlling and making on behalf of Purchaser any determinations and taking all actions on their behalf relating with respect to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release achievement of the Earnout Escrow Property Milestones under Section 2.6, and any disputes with respect thereto 1.18; (iii) acting on behalf of Purchaser such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Company Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, Seller and Purchaser acknowledge that HCR Agent has been appointed by the entities set forth on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity Schedule 1.1 as the Purchaser Representativerepresentative, as its agent, attorney-in-proxy and attorney in fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (v) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest) of Purchaser for all respects under this Agreement (“Purchaser Representative”). The Purchasers shall be bound by and responsible for any actions taken by Purchaser Representative hereby accepts hereunder in proportion to their respective interests hereunder. Unless notified in writing by HCR Agent or any successor Person acting as Purchaser Representative that HCR Agent or such Person has resigned as Purchaser Representative and a new Purchaser Representative has been appointed in accordance with this Section 8.15, Seller shall be entitled (a) to coordinate all communications under this Agreement with HCR Agent or such Person (in each case, in its appointment capacity as Purchaser Representative), (b) to act upon the directions, instructions and authorization notices of HCR Agent or such Person (in each case, in its capacity as Purchaser Representative) and (c) to make any payments required to be made hereunder to Purchaser to HCR Agent or such Person (in each case, in its capacity as Purchaser Representative), and the receipt of any such payment by HCR Agent shall relieve Seller of any further obligation to Purchaser with respect thereto. Prior to any such resignation of HCR Agent or any successor Person as Purchaser Representative becoming effective, a majority in interest of the Purchasers shall select and appoint a new Purchaser Representative from among the Purchasers and their Affiliates or that is otherwise acceptable to Seller in its reasonable discretion by prior written notice to Seller, and in each case such Person shall thereafter be considered the Purchaser Representative under for all purposes hereunder. In witness whereof, the parties hereto have caused this Agreement.Agreement to be executed by their respective representatives thereunto duly authorized as of the date first above written. Seller: REGENXBIO INC. /s/ Kxxxxxx X. Xxxxx Name: Kxxxxxx X. Xxxxx Title: President and Chief Executive Officer Purchaser: HEALTHCARE ROYALTY PARTNERS IV, L.P. By: HealthCare Royalty GX XX LLC, its general partner By: /s/ Cxxxxx B. Xxxxx Name: Cxxxxx B. Xxxxx Title: Managing Partner HCRP OVERFLOW FUND, L.P. By: HCRP Overflow Fund GP, LLC, its general partner By: /s/ Cxxxxx B. Xxxxx Name: Cxxxxx B. Xxxxx Title: Managing Partner HCR SXXXXXXX FUND, L.P. By: HCR Sxxxxxxx Fund GP, LLC, its general partner By: /s/ Cxxxxx B. Xxxxx Name: Cxxxxx B. Xxxxx Title: Managing Partner HCR POTOMAC FUND, L.P. By: HCR Potomac Fund GP, LLC, its general partner By: /s/ Cxxxxx B. Xxxxx Name: Cxxxxx B. Xxxxx Title: Managing Partner HCR CANARY FUND, L.P. By: HCR Canary Fund GP, LLC, its general partner By: /s/ Cxxxxx B. Xxxxx Name: Cxxxxx B. Xxxxx Title: Managing Partner Purchaser Representative: HCR COLLATERAL MANAGEMENT, LLC By: /s/ Cxxxxx B. Xxxxx Name: Cxxxxx B. Xxxxx Title: Managing Partner Schedule 1.1 to Royalty Purchase Agreement Purchaser Entities HealthCare Royalty Partners IV, L.P. HCRP Overflow Fund, L.P. HCR Sxxxxxxx Fund, L.P. HCR Potomac Fund, L.P. HCR Canary Fund, L.P.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Aesther Healthcare Sponsor, LLC, in the its capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (vii) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments; (viiii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (viiiv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claimtransaction; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of PurchaserDocuments, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the holders of Company Common Stock immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company and the Company Stockholder, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 10.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx Xx. Xxxxxxx Xxxxxx Xx in the capacity as the Purchaser Representative, as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article ARTICLE IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (v) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

Purchaser Representative. (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, as its each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchasersuch Person, to act on behalf of Purchaser such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with under Article IXVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.47.4; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) making on behalf of Purchaser such Person any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, achievement of the adjustment to Earnout Targets or the Exchange Consideration Alternative Earnout Target and the delivery of the Earnout Shares under Section 2.5 1.4, and in each case any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser such Person any provision of this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (v) signing on behalf of Purchaser such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers such Persons under this Agreement or any and the Ancillary Document Documents to which expressly contemplates that the Purchaser Representative will act on behalf of Purchaseris a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchasersuch Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Sellers and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Seller Representative, any Company Party, any Seller or other Indemnitor relating to the defense or settlement of any indemnification claims for which an Indemnitor may be required to indemnify an Indemnitee pursuant to Article VII shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 11.14 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.