Common use of Purchaser Representative Clause in Contracts

Purchaser Representative. Seller and Purchaser acknowledge that HCR Agent has been appointed by the entities set forth on Schedule 1.1 as the representative, agent, proxy and attorney in fact (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 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 capacity as Purchaser Representative), (b) to act upon the directions, instructions and 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 for all purposes hereunder.

Purchaser Representative. Seller Each Purchaser Party hereby consents to and Purchaser acknowledge that HCR Agent has been appointed by authorizes (a) the entities set forth on Schedule 1.1 appointment of BTO Pegasus Holdings DE L.P. as the representative, agent, proxy and attorney in fact Purchaser Representative hereunder (coupled with an interest) of Purchaser for all respects under this Agreement (the “Purchaser Representative”)) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) 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. The Purchasers Each Purchaser Party shall be bound by and responsible for any the actions taken by the Purchaser Representative hereunder in proportion exercising the rights granted to their respective interests hereunder. Unless notified in writing it by HCR Agent or any successor Person acting as Purchaser Representative that HCR Agent or such Person has resigned as Purchaser Representative this Agreement, and a new Purchaser Representative has been appointed in accordance with this Section 8.15, Seller the Company shall be entitled (a) to coordinate all communications under this Agreement with HCR Agent rely on any such action or such Person (in each case, in its capacity as decision of the Purchaser Representative), (b) to act upon . If the directions, instructions and 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 effectiveshall resign or otherwise be unable to fulfill its responsibilities hereunder, a majority in interest of the Purchasers Purchaser Parties shall select and appoint a new Purchaser Representative from among as soon as reasonably practicable by written consent of holders of a majority of the Purchasers and their Affiliates then outstanding Purchased Notes, shares of Series A Preferred Stock and/or shares of Common Stock that were issued upon conversion of Purchased Notes or that is otherwise acceptable to Seller in its reasonable discretion shares of Series A Preferred Stock beneficially owned by prior written notice to Seller, and in each case such Person shall thereafter be considered the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative for all purposes hereunderto the Company.

Purchaser Representative. Seller Each Purchaser hereby irrevocably appoints Henry Sweetbaum as agent and Purchaser acknowledge that HCR Agent has been appointed by the entities set forth on Schedule 1.1 as the representative, agent, proxy and attorney in attorney-in-fact (the "PURCHASER REPRESE▇▇▇▇▇▇▇") ▇▇▇ ▇ach such Purchaser, for and on behalf of the Purchasers, to give and receive notices and communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of this Agreement, comply with orders of courts and awards of arbitrators with respect to such any claims under this Agreement, and to take all actions necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing. Each of the Purchasers acknowledges and agrees that this appointment and power of attorney is irrevocable during the term of this Agreement and is coupled with an interest; provided, however, that such agency may be changed by the Purchasers from time to time upon not less than five (5) days prior written notice to Company; provided, further, that the Purchaser Representative may not be removed unless Purchasers that are allocated two-thirds of the Shares to be acquired hereunder agree to such removal and to the identity of the substituted Purchaser Representative. Any vacancy in the position of Purchaser for all respects under this Agreement (“Purchaser Representative”). The Purchasers shall Representative may be bound filled by and responsible for any actions taken by Purchaser Representative 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 capacity as Purchaser Representative), (b) to act upon approval of the directions, instructions and notices holders 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 Shares to be acquired hereunder. No bond shall select and appoint a new be required of the 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 SellerRepresentative, and in each case such Person shall thereafter be considered the Purchaser Representative shall not receive compensation for all purposes hereunderhis services other than compensation (if any) paid to Purchaser Representative by the Purchasers which the Purchasers have separately agreed to provide to Purchaser Representative. Notices or communications to or from the Purchaser Representative shall constitute notice to or from each of the Purchasers.

Purchaser Representative. Seller (a) Each of the Purchasers hereby irrevocably agrees to and approves the appointment of, and hereby designates Cleveland Capital to serve as its representative under and pursuant to the Escrow Agreement, and the Purchaser Representative is hereby appointed, authorized and empowered to act for and on behalf of the Purchasers, as the sole and exclusive representative, attorney-in-fact and agent of the Purchasers, with full power of substitution or re-substitution, to act in the name, place and stead of each on all matters set forth in the Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute and deliver all such documents as the Purchaser Representative shall deem necessary or appropriate in the manner the Purchaser Representative believes to be in the best interest of the Purchasers under the Escrow Agreement, including, but not limited to, agreeing to any waiver, modification or amendment of the Escrow Agreement and executing and delivering an agreement of such waiver, modification or amendment as Purchaser Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement and the Escrow Agreement. (b) To the maximum extent permissible by applicable law, Purchaser Representative will incur no liability with respect to the Purchasers with respect to any action or inaction taken or failed to be taken in connection with its services as Purchaser Representative, except for its own willful misconduct or gross negligence. In all questions arising under this Agreement, Purchaser Representative may rely on the advice of counsel, and Purchaser acknowledge that HCR Agent has been appointed Representative will not be liable to any Purchasers for anything done, omitted or suffered in good faith by Purchaser Representative based on such advice. Purchaser Representative shall be indemnified jointly and severally by the entities set forth on Schedule 1.1 as Purchasers, joint and several for any and all losses incurred by Purchaser Representative in the representative, agent, proxy and attorney in fact (coupled with an interest) performance or discharge of Purchaser for all respects under its duties pursuant to this Agreement (“Purchaser Representative”)Section 4.6. The Purchasers acknowledge and agree that the foregoing indemnities shall survive the resignation or removal of Purchaser Representative or the termination of this Agreement. Unless the Purchasers pay all such losses upon demand by Purchaser Representative, Purchaser Representative shall have no obligation to incur such losses, or to continue to perform any duties hereunder. Purchaser Representative may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be bound liable with respect to the Purchasers only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by and responsible for any actions taken by it. Anything in this Agreement to the contrary notwithstanding, in no event shall Purchaser Representative hereunder in proportion be liable to their respective interests hereunder. Unless notified in writing by HCR Agent the Purchasers for special, indirect or consequential loss or damage of any successor Person acting as Purchaser Representative that HCR Agent or such Person has resigned as Purchaser Representative and a new kind whatsoever (including but not limited to lost profits), even if Purchaser Representative has been appointed advised of the likelihood of such loss or damage and regardless of the form of action. For the avoidance of doubt, nothing contained in accordance with this Section 8.15, Seller 4.6 shall be entitled (a) construed to coordinate all communications under this Agreement with HCR Agent affect or such Person (otherwise limit in each case, in its capacity as Purchaser Representative), (b) to act upon any way the directions, instructions and 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 rights of the Purchasers shall select and appoint a new Purchaser Representative from among the Purchasers and their Affiliates Company pursuant to Section 4.5 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 for all purposes hereunderotherwise.

Purchaser Representative. Seller and Purchaser acknowledge that HCR Agent has been appointed by (i) By virtue of the entities set forth on Schedule 1.1 as the representative, agent, proxy and attorney in fact (coupled with an interest) execution of Purchaser for all respects under this Agreement (“Purchaser Representative”). The by each Purchaser, each of the Purchasers shall be bound deemed to have agreed to appoint W-Net as its agent and attorney-in-fact, as the Purchaser Representative for and on behalf of the Purchasers to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any indemnification claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by the Company against any Purchaser or by any such Purchaser against the Company, in each case relating to this Agreement or the transactions contemplated hereby, and responsible to take all other actions that are either (A) necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. Such agency may be changed by the Purchasers from time to time upon not less than thirty (30) days’ prior written notice to the Company; provided, however, that the Purchaser Representative may not be removed unless Purchasers holding at least two-thirds (2/3) of the outstanding principal amount of the Notes agree to such removal and to the identity of the substituted agent. A vacancy in the position of Purchaser Representative, whether due to the resignation, removal or dissolution of the Purchaser Representative or for any actions taken other reason, may be filled by Purchaser Representative 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 capacity as Purchaser Representative), (b) to act upon the directions, instructions and notices recipients 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 outstanding principal amount of the Notes. No bond shall be required of the Purchaser Representative, and the Purchaser Representative shall not receive any compensation for its services. Notices or communications to or from the Purchaser Representative shall constitute notice to or from the Purchasers. (ii) The Purchaser Representative shall not be liable for any act done or omitted hereunder as Purchaser Representative while acting (A) in good faith or (B) with the consent of the holders of a majority in interest of the outstanding principal amount of the Notes. The Purchasers shall select and appoint a new indemnify the Purchaser Representative from among and hold the Purchaser Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Purchaser Representative and arising out of, or in connection with, the acceptance or administration of the Purchaser Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel, accountant or other professional advisor retained by the Purchaser Representative. The Purchaser Representative will be entitled to the advancement and reimbursement by the Purchasers of costs and expenses incurred by, or on behalf of, the Purchaser Representative in the performance of its duties hereunder, including the reasonable fees and expenses of any legal counsel. A decision, act, consent or instruction of the Purchaser Representative, including, but not limited to, an amendment, extension or waiver of this Agreement, shall constitute a decision of the Purchasers and their Affiliates shall be final, binding and conclusive upon the Purchasers; and the Company may rely upon any such decision, act, consent 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 instruction of the Purchaser Representative for all purposes hereunderas being the decision, act, consent or instruction of the Purchasers.

Purchaser Representative. Seller Each Purchaser Party hereby consents to and Purchaser acknowledge that HCR Agent has been appointed by authorizes (a) the entities set forth on Schedule 1.1 appointment of BTO Delta Holdings DE L.P. as the representative, agent, proxy and attorney in fact Purchaser Representative hereunder (coupled with an interest) of Purchaser for all respects under this Agreement (the “Purchaser Representative”)) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) 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. The Purchasers Each Purchaser Party shall be bound by and responsible for any the actions taken by the Purchaser Representative hereunder in proportion exercising the rights granted to their respective interests hereunder. Unless notified in writing it by HCR Agent or any successor Person acting as Purchaser Representative that HCR Agent or such Person has resigned as Purchaser Representative this Agreement, and a new Purchaser Representative has been appointed in accordance with this Section 8.15, Seller the Company shall be entitled (a) to coordinate all communications under this Agreement with HCR Agent rely on any such action or such Person (in each case, in its capacity as decision of the Purchaser Representative), (b) to act upon . If the directions, instructions and 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 effectiveshall resign or otherwise be unable to fulfill its responsibilities hereunder, a majority in interest of the Purchasers Purchaser Parties shall select and appoint a new Purchaser Representative from among as soon as reasonably practicable by written consent of holders of a majority of the Purchasers and their Affiliates or then outstanding Series A Preferred Stock and/or shares of Common Stock that is otherwise acceptable to Seller in its reasonable discretion were issued upon conversion of shares of Series A Preferred Stock beneficially owned by prior written notice to Seller, and in each case such Person shall thereafter be considered the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative for all purposes hereunderto the Company.

Purchaser Representative. Seller Each Purchaser Party hereby consents to and Purchaser acknowledge that HCR Agent has been appointed by authorizes (a) the entities set forth on Schedule 1.1 appointment of ClearSky Security Fund I LLC as the representative, agent, proxy and attorney in fact Purchaser Representative hereunder (coupled with an interest) of Purchaser for all respects under this Agreement (the “Purchaser Representative”)) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) 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. The Purchasers Each Purchaser Party shall be bound by and responsible for any the actions taken by the Purchaser Representative hereunder in proportion exercising the rights granted to their respective interests hereunder. Unless notified in writing it by HCR Agent or any successor Person acting as Purchaser Representative that HCR Agent or such Person has resigned as Purchaser Representative this Agreement, and a new Purchaser Representative has been appointed in accordance with this Section 8.15, Seller the Company shall be entitled (a) to coordinate all communications under this Agreement with HCR Agent rely on any such action or such Person (in each case, in its capacity as decision of the Purchaser Representative), (b) to act upon . If the directions, instructions and 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 effectiveshall resign or otherwise be unable to fulfill its responsibilities hereunder, a majority in interest of the Purchasers Purchaser Parties shall select and appoint a new Purchaser Representative from among as soon as reasonably practicable by written consent of holders of a majority of the then outstanding Series A Preferred Stock and/or shares of Common Stock that were issued upon conversion of shares of Series A Preferred Stock beneficially owned by the Purchaser or Purchaser Parties that are successors or assigns of the Purchasers by sending notice and their Affiliates or that is otherwise acceptable to Seller in its reasonable discretion by prior a copy of the duly executed written notice to Seller, and in each case consent appointing such Person shall thereafter be considered the new Purchaser Representative for all purposes hereunderto the Company.

Purchaser Representative. Seller Each Purchaser Party hereby consents to and Purchaser acknowledge that HCR Agent has been appointed by authorizes (a) the entities set forth on Schedule 1.1 appointment of BCP Helios Aggregator L.P. as the representative, agent, proxy and attorney in fact Purchaser Representative hereunder (coupled with an interest) of Purchaser for all respects under this Agreement (the “Purchaser Representative”)) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) 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. The Purchasers Each Purchaser Party shall be bound by and responsible for any the actions taken by the Purchaser Representative hereunder in proportion exercising the rights granted to their respective interests hereunder. Unless notified in writing it by HCR Agent or any successor Person acting as Purchaser Representative that HCR Agent or such Person has resigned as Purchaser Representative this Agreement, and a new Purchaser Representative has been appointed in accordance with this Section 8.15, Seller the Company shall be entitled (a) to coordinate all communications under this Agreement with HCR Agent rely on any such action or such Person (in each case, in its capacity as decision of the Purchaser Representative), (b) to act upon . If the directions, instructions and 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 effectiveshall resign or otherwise be unable to fulfill its responsibilities hereunder, a majority in interest of the Purchasers Purchaser Parties shall select and appoint a new Purchaser Representative from among as soon as reasonably practicable by written consent of holders of a majority of the Purchasers and their Affiliates or that is otherwise acceptable to Seller in its reasonable discretion then outstanding Purchased Preferred Shares beneficially owned by prior written notice to Seller, and in each case such Person shall thereafter be considered the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative for all purposes hereunderto the Company.

Purchaser Representative. Seller Each Purchaser Party hereby consents to and Purchaser acknowledge that HCR Agent has been appointed by authorizes (a) the entities set forth on Schedule 1.1 appointment of BTO Freeze Parent L.P. as the representative, agent, proxy and attorney in fact Purchaser Representative hereunder (coupled with an interest) of Purchaser for all respects under this Agreement (the “Purchaser Representative”)) and as the attorney-in-fact for and on behalf of the Purchaser Party, and (b) the taking by the Purchaser Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement and the transactions contemplated hereby, including (i) the exercise of the power to agree to execute any consents under this Agreement and (ii) 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. The Purchasers Each Purchaser Party shall be bound by and responsible for any the actions taken by the Purchaser Representative hereunder in proportion exercising the rights granted to their respective interests hereunder. Unless notified in writing it by HCR Agent or any successor Person acting as Purchaser Representative that HCR Agent or such Person has resigned as Purchaser Representative this Agreement, and a new Purchaser Representative has been appointed in accordance with this Section 8.15, Seller the Company shall be entitled (a) to coordinate all communications under this Agreement with HCR Agent rely on any such action or such Person (in each case, in its capacity as decision of the Purchaser Representative), (b) to act upon . If the directions, instructions and 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 effectiveshall resign or otherwise be unable to fulfill its responsibilities hereunder, a majority in interest of the Purchasers Purchaser Parties shall select and appoint a new Purchaser Representative from among as soon as reasonably practicable by written consent of holders of a majority of the Purchasers and their Affiliates or then outstanding Series C Preferred Stock and/or shares of Common Stock that is otherwise acceptable to Seller in its reasonable discretion were issued upon conversion of shares of Series C Preferred Stock beneficially owned by prior written notice to Seller, and in each case such Person shall thereafter be considered the Purchaser or Purchaser Parties that are successors or assigns of the Purchaser by sending notice and a copy of the duly executed written consent appointing such new Purchaser Representative for all purposes hereunderto the Company.

Purchaser Representative. Seller (i) By virtue of the execution of this Agreement by each Purchaser, each of the Purchasers shall be deemed to have agreed to appoint GreenTech Automotive, Inc. as its agent and Purchaser acknowledge that HCR Agent has been appointed by the entities set forth on Schedule 1.1 attorney-in-fact, as the representative, agent, proxy and attorney in fact purchaser representative (coupled with an interest) of Purchaser for all respects under this Agreement (the “Purchaser Representative”)) for and on behalf of the Purchasers to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any indemnification claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by the Company against any Purchaser or by any such Purchaser against the Company, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (A) necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. The Such agency may be changed by the Purchasers shall from time to time upon not less than thirty (30) days prior written notice to the Company; provided, however, that the Purchaser Representative may not be bound by removed unless Purchasers holding at least two-thirds (2/3) of the outstanding principal amount of the Notes agree to such removal and responsible to the identity of the substituted agent. A vacancy in the position of Purchaser Representative, whether due to the resignation, removal or dissolution of the Purchaser Representative or for any actions taken other reason, may be filled by Purchaser Representative 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 capacity as Purchaser Representative), (b) to act upon the directions, instructions and notices recipients 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 outstanding principal amount of the Notes. No bond shall select be required of the Purchaser Representative, and appoint a new the Purchaser Representative shall not receive any compensation for its services. Notices or communications to or from among the Purchaser Representative shall constitute notice to or from the Purchasers. (ii) The Purchaser Representative shall not be liable for any act done or omitted hereunder as Purchaser Representative while acting (A) in good faith or (B) with the consent of the holders of a majority in interest of the outstanding principal amount of the Notes.. A decision, act, consent or instruction of the Purchaser Representative, including, but not limited to, an amendment, extension or waiver of this Agreement, shall constitute a decision of the Purchasers and their Affiliates shall be final, binding and conclusive upon the Purchasers; and the Company may rely upon any such decision, act, consent 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 instruction of the Purchaser Representative for all purposes hereunderas being the decision, act, consent or instruction of the Purchasers.

Purchaser Representative. Seller Each Purchaser hereby irrevocably appoints Henry Sweetbaum as agent and Purchaser acknowledge that HCR Agent has been appointed by the entities set forth on Schedule 1.1 as the representative, agent, proxy and attorney in attorney-in-fact (the "PURCHASER REPRESEN▇▇▇▇▇▇") ▇▇▇ ▇▇ch such Purchaser, for and on behalf of the Purchasers, to give and receive notices and communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of this Agreement, comply with orders of courts and awards of arbitrators with respect to such any claims under this Agreement, and to take all actions necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing. Each of the Purchasers acknowledges and agrees that this appointment and power of attorney is irrevocable during the term of this Agreement and is coupled with an interest; provided, however, that such agency may be changed by the Purchasers from time to time upon not less than five (5) days prior written notice to Company; provided, further, that the Purchaser Representative may not be removed unless Purchasers that are allocated two-thirds of the Shares to be acquired hereunder agree to such removal and to the identity of the substituted Purchaser Representative. Any vacancy in the position of Purchaser for all respects under this Agreement (“Purchaser Representative”). The Purchasers shall Representative may be bound filled by and responsible for any actions taken by Purchaser Representative 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 capacity as Purchaser Representative), (b) to act upon approval of the directions, instructions and notices holders 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 Shares to be acquired hereunder. No bond shall select and appoint a new be required of the 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 SellerRepresentative, and in each case such Person shall thereafter be considered the Purchaser Representative shall not receive compensation for all purposes hereunderhis services other than compensation (if any) paid to Purchaser Representative by the Purchasers which the Purchasers have separately agreed to provide to Purchaser Representative. Notices or communications to or from the Purchaser Representative shall constitute notice to or from each of the Purchasers.

Purchaser Representative. Seller (i) By virtue of the execution of this Agreement by each Purchaser, each of the Purchasers shall be deemed to have agreed to appoint W-Net as its agent and Purchaser acknowledge that HCR Agent has been appointed by the entities set forth on Schedule 1.1 attorney-in-fact, as the representative, agent, proxy and attorney in fact purchaser representative (coupled with an interest) of Purchaser for all respects under this Agreement (the “Purchaser Representative”)) for and on behalf of the Purchasers to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any indemnification claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by the Company against any Purchaser or by any such Purchaser against the Company, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. The Such agency may be changed by the Purchasers shall from time to time upon not less than thirty (30) days prior written notice to the Company; provided, however, that the Purchaser Representative may not be bound by removed unless Purchasers holding at least two-thirds (2/3) of the outstanding principal amount of the Notes agree to such removal and responsible to the identity of the substituted agent. A vacancy in the position of Purchaser Representative, whether due to the resignation, removal or dissolution of the Purchaser Representative or for any actions taken other reason, may be filled by Purchaser Representative 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 capacity as Purchaser Representative), (b) to act upon the directions, instructions and notices recipients 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 outstanding principal amount of the Notes. No bond shall be required of the Purchaser Representative, and the Purchaser Representative shall not receive any compensation for its services. Notices or communications to or from the Purchaser Representative shall constitute notice to or from the Purchasers. (ii) The Purchaser Representative shall not be liable for any act done or omitted hereunder as Purchaser Representative while acting (i) in good faith or (ii) with the consent of the holders of a majority in interest of the outstanding principal amount of the Notes. The Purchasers shall select and appoint a new indemnify the Purchaser Representative from among and hold the Purchaser Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Purchaser Representative and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel, accountant or other professional advisor retained by the Purchaser Representative. The Purchaser Representative will be entitled to the advancement and reimbursement by the Purchasers of costs and expenses incurred by or on behalf of the Purchaser Representative in the performance of its duties hereunder, including the reasonable fees and expenses of any legal counsel. A decision, act, consent or instruction of the Purchaser Representative, including but not limited to an amendment, extension or waiver of this Agreement, shall constitute a decision of the Purchasers and their Affiliates shall be final, binding and conclusive upon the Purchasers; and the Company may rely upon any such decision, act, consent 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 instruction of the Purchaser Representative as being the decision, act, consent or instruction of the Purchasers. (iii) In furtherance of the Purchasers’ obligations to pay any First Additional Funding Amount or Milestone Payment, each Purchaser agrees to pay and be responsible for all purposes hereundersuch Purchaser’s pro rata portion (based upon the portion of Notes previously subscribed for by such Purchaser) of any expenses or other costs incurred by the Purchaser Representative in the course of performing the role of Purchaser Representative under this Agreement ("Purchaser Rep Expenses"). From time to time as such Purchaser Rep Expenses are incurred or are reasonably anticipated to be incurred, the Purchaser Representative may submit invoices therefor to each of the Purchasers with a calculation of the amount owed by each Purchaser based on their respective pro rata portions thereof. Within 30 days after delivery of each such invoice, each Purchaser shall pay to the Purchaser Representative such Purchaser’s pro rata portion of such invoiced amount. All such invoiced amounts shall be deemed to be valid and reimbursable unless (i) the amount of such Purchaser Rep Expenses are manifestly incorrect or (ii) the nature of such invoiced amounts are clearly unrelated to any reasonable activities of the Purchaser Representative under this Agreement.