Common use of Seller Representative Clause in Contracts

Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated herebyhereby and thereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each such Person. No of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the right to object to, dissent from, protest or otherwise contest Seller Guarantors and the sameSellers. The provisions of this Sectionpowers, including immunities and rights to indemnification granted to the power of attorney granted hereby, Seller Representative Group are independent and severable, are irrevocable and coupled with an interest and shall not will be terminated irrevocable by any act Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any one Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or Sellersany fraction of his, her or by operation of Law, whether by death or other eventits interest in the Adjustment Escrow Amount. (b) The If at any time there is more than one Person appointed to serve as the Seller Representative, any act of the Seller Representative may will require the act of a majority of the Seller Representatives which will be removedbinding upon the Seller Guarantors, etc. as provided the Sellers and the Seller Representatives, and upon such act by a majority of the Seller Representatives, Acquiror will, in reliance thereon, be entitled to all benefits and protections of this Section 11.1(b). (i13.18(b) The as though such act were the unanimous act of all Seller Representatives. Any Seller Representative may resign as a Seller Representative at any time. (ii) The time by written notice delivered to the Seller Guarantors, the Sellers and to Acquiror. If at any time there is no Person acting as the Seller Representative may be removed for any reason or no reason reason, the Seller Guarantors and the Sellers will promptly designate a new Person by a majority decision made by the vote or written consent of Seller(s) holding a majority in interest of the shares of the Company Stock held by the Sellers according immediately prior to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Agreement Date to act as the Seller Representative resign or be removed without and notify Acquiror in writing of such determination. Following the Majority Holders having first appointed time that Acquiror is notified that the Seller Representative has resigned and until such time as a new Person is designated to act as the Seller Representative who as provided herein and ▇▇▇▇▇▇▇▇ is so notified in writing, the Sellers collectively will act as the Seller Representative, with decisions made by the Seller(s) holding a majority of the shares of the Company Stock held by the Sellers immediately prior to the Agreement Date. The immunities and rights to indemnification shall assume such duties immediately upon survive the resignation or removal of the Seller Representative. (iii) In the event Representative or any member of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer Advisory Group and the Target Company shall be entitled to rely on Closing and/or any termination of this Agreement and the decisions and actions of the prior Seller Representative as described in Section 10.1(a) aboveEscrow Agreement. (c) The Seller Representative shall act acknowledges that it has read and understands this Section 13.18, and ▇▇▇▇▇▇ accepts such appointment. Certain Sellers have entered into an engagement agreement (the “Seller Representative Engagement Agreement”) with the Seller Representative to provide direction to the Seller Representative in connection with its services under this Agreement, the Escrow Agreement, the Seller Ancillary Agreements and the Seller Representative Engagement Agreement (such Sellers, including their individual representatives, collectively hereinafter referred to as a fiduciary the “Advisory Group”). The Seller Representative and its members, managers, directors, officers, contractors, agents and employees and any member of the Advisory Group (collectively, the “Seller Representative Group”) will incur no liability of any kind with fiduciary duties respect to any action or omission by the Seller Representative in connection with the Seller Representative’s services pursuant to this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements, except in the event of liability directly resulting from the Seller Representative’s Fraud, gross negligence or willful misconduct. The Seller Guarantor and Sellers will indemnify, defend and hold harmless the Seller Representative Group from and against any and all Damages, losses, claims, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Seller Representative Expenses”) arising out of or in connection with the Seller Representative’s execution and performance of this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements, in each case, as such Seller Representative Expenses are suffered or incurred. Such Seller Representative Expenses may be recovered first, from any distribution of the Adjustment Escrow Amount or Earn-Out Payment otherwise distributable to the Sellers at the time of distribution, and second, directly from the Sellers. If The Sellers acknowledge that the Seller Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Seller Representative shall not be required to take any action unless the Seller Representative has a personal conflict of interest been provided with respect funds, security or indemnities which, in its determination, are sufficient to any actionprotect the Seller Representative against the costs, decision or determination to expenses and liabilities which may be made incurred by the Seller Representative, the Seller Representative must notify the Sellersin performing such actions. (d) The Seller Representative shall not be liable entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to the Sellers for actions taken pursuant to this Agreement or the Promissory Notesbe genuine, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith and (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated iii) reasonably assume that a Representative Loss signatory has proper authorization to sign on behalf of the applicable Seller or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)other party.

Seller Representative. (a) By approving 26.1. Each Seller Party hereby appoints the Seller Parent as its representative, in each case as from the date of this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representativeagreement. The Seller Representative will act as such Person’s representative and attorney-in-fact Parent is hereby authorised to act on behalf deliver any notice or document or the making of such Person with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required request, election, proposal or permitted consent expressed to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller RepresentativeParty to any Buyer Party pursuant to this agreement. Unless specifically stated to the contrary in this agreement, each Buyer Party shall have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any Party for having relied or acted thereon, notices, requests, elections, proposals or consents, issued by the Seller Parent. Service of any notice or other communication on the Seller Parent shall be deemed to constitute valid service thereof on all of the Seller Parties. The Seller Parent shall pass (and for the purposes of this agreement shall be deemed to have passed) any other action taken or purported notices received pursuant to be taken this agreement on behalf of any Seller by Party to such Seller Representative, as being fully binding upon Party without undue delay. 26.2. The Seller Parties may appoint a replacement representative provided that 10 Business Days’ prior written notice of such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative replacement and Buyer or Holdings relating appointment has been given to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the sameBuyer. 26.3. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative Parent shall not be liable to any of the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any claims whatsoever arising from any act done or omitted pursuant to omission undertaken by the advice Seller Parent in its capacity as their representative, save in the case of counsel, accountants and other professionals and experts retained by fraud or wilful default. 26.4. Each Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless keep indemnified the Seller Representative Parent from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claimscosts, actionscharges and expenses that may be incurred by it as a result of the performance of its duties, damages functions and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities role as Seller Representative the representative under this Agreement and the Promissory Notes (the “Representative Losses”)agreement, in each case as such Representative Loss is suffered or incurred; provided, that save in the event it is finally adjudicated that a Representative Loss case of fraud or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)wilful default.

Seller Representative. (a) By approving this Agreement Seller Group, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS capacity as the initial Seller Representative. The Seller Representative will act , as such Person’s representative the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person with respect to under the terms and provisions of this Agreement and the Promissory Notes Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to take any do or refrain from doing all such further acts and things, and to execute all actions and make any decisions required or permitted to be taken by such documents on behalf of such Person, if any, as the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions will deem necessary or appropriate in connection with any of the good faith judgment of transactions contemplated under the Seller Representative for the accomplishment of the foregoing. Holdings Documents, including: (i) managing, controlling, defending and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section (a); (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of any Seller by Representative Document (provided, that any such action, if material to the rights and obligations of the Seller in the reasonable judgment of the Seller Representative, and on any other action taken or purported to will be taken in the same manner with respect to the Seller unless otherwise agreed by each Seller Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller by Representative Document; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as being fully binding upon the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Seller under this Agreement and to distribute the same to the Seller; and (viii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. Notices or communications to or from All decisions and actions by the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunderRepresentative, including any agreement between the Seller Representative and Buyer the Purchaser Representative, the Purchaser or Holdings any Indemnified Party relating to the defense, payment defense or settlement of any claims for indemnification hereunderwhich an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall constitute a decision or action of all Sellers be binding upon the Seller and shall be finalits respective successors and assigns, binding and conclusive upon each such Person. No Seller neither they nor any other Party shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, Section 9.17 are irrevocable and coupled with an interest interest. The Seller Representative ▇▇▇▇▇▇ accepts its appointment and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventauthorization as the Seller Representative under this Agreement. (b) The Any other Person, including the Purchaser Representative, the Purchaser, the Company and the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The the acts of the Seller under any Seller Representative may resign at any time. (ii) Documents. The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Purchaser Representative, a new Seller Representative shall be appointed by the vote or written consent of Purchaser, the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer Company and the Target Company each Indemnified Party and Indemnifying Party shall be entitled to rely conclusively on the instructions and decisions and actions of the prior Seller Representative as described to (i) the settlement of any indemnification claims by an Indemnified Party pursuant to Article VI, (ii) any payment instructions provided by the Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and neither the Seller nor any Indemnifying Party shall have any cause of action against the Purchaser Representative, the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The Purchaser Representative, the Purchaser, the Company and the other Indemnified Parties shall not have any Liability to the Seller or any Indemnifying Party for any allocation or distribution to the Seller by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to the Seller under any Seller Representative Document shall be made to the Seller Representative for the benefit of the Seller, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to the Seller with respect thereto. All notices or other communications required to be made or delivered by the Seller shall be made by the Seller Representative (except for a notice under Section 10.1(a9.17(d) aboveof the replacement of the Seller Representative). (c) The Seller Representative shall will act as a fiduciary with fiduciary duties to for the Sellers. If Seller on all of the matters set forth in this Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made in the best interest of the Seller, but the Seller Representative will not be responsible to the Seller for any Losses that the Seller or any Indemnifying Party may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, the Seller shall indemnify, defend and hold the Seller Representative harmless from and against any and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative, . In no event shall the Seller Representative must notify the Sellers. (d) in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable to for any act done or omitted under any Seller Representative Document as the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional Seller Representative while acting in good faith and without willful misconduct or bad faith (it being understood that gross negligence, and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative counsel shall be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and againstengage, compensate it forat the reasonable cost and expense of the Seller, reimburse it for attorneys, accountants, investment bankers, advisors, consultants and pay any clerical personnel and all lossesobtain such other professional and expert assistance, liabilities, claims, actions, damages maintain such records and incur other reasonable out-of-pocket expenses, including reasonable attorneys’ fees as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement Section 9.17 shall survive the Closing and continue indefinitely. (d) If the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of the Sellers Seller, then Seller shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (as determined by the amount board of directors of the Seller, within two (2) Business Days after such appointment) notify the Purchaser Representative and the Purchaser in writing of the identity of such indemnified Representative Loss attributable to successor. Any such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses successor so appointed shall be satisfied from become the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)“Seller Representative” for purposes of this Agreement.

Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall ▇▇▇▇▇▇▇ have irrevocably authorized and appointed Dangroup ApS ▇▇▇▇▇ ▇▇▇▇ to act as the initial Seller Representative. The Seller Representative will act as such Person’s representative and agent, proxy, attorney-in-fact and representative for the Sellers and their successors and assigns for all purposes under this Agreement (the “Seller Representative”), and the Seller Representative, by his signature below, agrees to act serve in such capacity. (b) The Seller Representative shall have the power and authority to take such actions on behalf of such Person with respect each Seller as the Seller Representative, in his sole judgment, may deem to be in the best interests of the Sellers or otherwise appropriate on all matters related to or arising from this Agreement or any other Transaction Document. Such powers shall include: (i) executing and delivering this Agreement, the other Transaction Documents, any certificates, consents and other documents contemplated by this Agreement, and any and all supplements, amendments, waivers or modifications thereto; (ii) giving and receiving notices and other communications relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (iii) taking or refraining from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement, including matters in ARTICLE IX, the other Transaction Documents and the performance or enforcement of the obligations, duties and rights pursuant to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IXTransaction Documents; (iv) litigate, arbitrate, resolve, settle taking all actions necessary or compromise appropriate in connection with any claim for indemnification pursuant to Article VII and Article IXdisputes regarding the Estimated Closing Statement or the Final Calculations; (v) execute engaging attorneys, accountants, financial and deliver all documents other advisors, paying agents and other persons necessary or desirable to carry out appropriate, in the intent sole and absolute discretion of the Seller Representative in the performance of its duties under this Agreement and any Ancillary Document (including the Promissory Notes);other Transaction Documents; and (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take taking all actions necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If power of attorney appointing the Seller Representative has a personal conflict as attorney-in-fact is coupled with an interest and the death or incapacity of interest with respect to any action, decision Seller shall not terminate or determination to be made by diminish the authority and agency of the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions any action taken or omitted to be taken by the Seller Representative in his capacity as Seller Representative pursuant to the terms of this Agreement or the Promissory NotesAgreement, except to the extent such actions action or omission shall have been determined by a court of competent jurisdiction in a final non-appealable judgment to have constituted gross negligence or involved fraud, intentional misconduct or bad faith fraud. Reasonable legal fees incurred by Seller Representative in connection with serving as Sellers Representative shall be borne by the Sellers. (it being understood that e) The Sellers shall, jointly and severally, indemnify, defend and hold harmless the Seller Representative and his heirs, representatives, successors and assigns, from and against any act done and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Seller Representative pursuant to the advice terms of counselthis Agreement, accountants except to the extent such action or omission shall have been determined by a court of competent jurisdiction in a final non-appealable judgment to have constituted intentional misconduct or fraud on the part of the Seller Representative; provided, that no Seller shall be liable to the Seller Representative pursuant to this Section 2.3(e) for any amount in excess of the portion of the Transaction Consideration to which such Seller is entitled pursuant to this Agreement. In addition, each Seller forever voluntarily releases and other professionals discharges the Seller Representative, his heirs, representatives, successors and experts retained assigns, from any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs), whether known or unknown, anticipated or unanticipated, arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Seller Representative pursuant to the terms of this Agreement, except to the extent such action or omission shall have been determined by a court of competent jurisdiction in a final non-appealable judgment to have constituted intentional misconduct or fraud. The Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their entitled to recover from each Seller based on such Seller’s Pro Rata Shares)Portion of the Transaction Consideration, indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, expenses (including reasonable attorneys’ fees and disbursementscourt costs) incurred by the Seller Representative in defending any claim, demand, suit, action or cause of action. (f) Each Seller agrees that Purchaser shall be entitled to rely, and shall be fully protected in relying, on any action taken, or any action not taken, by the Seller Representative, on behalf of such Seller, pursuant to this Section 2.3(f) (an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. (g) Purchaser shall not be liable to any Seller Indemnitee for Losses sustained by any such Seller Indemnitee, to the extent arising out of and in connection with its activities as or related to the performance of, or failure to perform by, the Seller Representative under of his obligations set forth in this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by other Transaction Documents, as applicable, nor shall the gross negligenceactions of, fraudor the failure to act by, intentional misconduct or bad faith of Seller Representative, the Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable be used as a defense against any claim for Losses made by a Purchaser Indemnitee pursuant to such gross negligence, fraud, intentional misconduct this Agreement or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)any other Transaction Documents.

Seller Representative. (a) By approving this Agreement Each Company Holder, by delivery of a Letter of Transmittal, on behalf of itself and the transactions contemplated herebyits successors and assigns, each Seller shall have hereby irrevocably authorized constitutes and appointed Dangroup ApS appoints ▇▇▇▇▇▇ ▇▇▇▇, in his capacity as the initial Seller Representative. The Seller Representative will act , as such Person’s representative the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of such Person with respect to under the terms and provisions of this Agreement and the Promissory Notes Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to take any do or refrain from doing all such further acts and things, and to execute all actions and make any decisions required or permitted to be taken by such documents on behalf of such Person, if any, as the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions will deem necessary or appropriate in connection with any of the good faith judgment of transactions contemplated under the Seller Representative for the accomplishment of the foregoing. Holdings Documents, including: (i) controlling and Buyer shall be entitled making any determinations with respect to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported whether Earnout Shares are to be executed issued under Section 2.13; (ii) terminating, amending or waiving on behalf of such Person any provision of any Seller by Representative Document (provided, that any such action, if material to the rights and obligations of the Company Holders in the reasonable judgment of the Seller Representative, and on any other action taken or purported to will be taken in the same manner with respect to all Company Holders unless otherwise agreed by each Company Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller by Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as being fully binding upon the Seller Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Holders under this Agreement and to distribute the same to the Company Holders in accordance with their pro rata share; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. Notices or communications to or from All decisions and actions by the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunderRepresentative, including any agreement between the Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunderSPAC Representative, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller Company Holder and their respective successors and assigns, and neither they nor any other Party shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, Section 11.8 are irrevocable and coupled with an interest interest. The Seller Representative ▇▇▇▇▇▇ accepts its appointment and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventauthorization as the Seller Representative under this Agreement. (b) The Any other Person, including the SPAC Representative, Pubco, SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The the acts of the Company Holders under any Seller Representative may resign at any time. (ii) Documents. The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller SPAC Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to BuyerPubco, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer SPAC and the Target Company shall be entitled to rely conclusively on the instructions and decisions and actions of the prior Seller Representative as described to (i) the settlement of any disputes with respect to Section 2.13, (ii) any payment instructions provided by the Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Company Holder shall have any cause of action against the SPAC Representative, SPAC, the Company for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. None of the SPAC Representative, Pubco, SPAC, or the Company shall have any Liability to any Company Holder for any allocation or distribution among the Company Holders by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to a Company Holder under any Seller Representative Document shall be made to the Seller Representative for the benefit of such Company Holder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Holder with respect thereto. All notices or other communications required to be made or delivered by a Company Holder shall be made by the Seller Representative (except for a notice under Section 10.1(a) above11.2 of the replacement of the Seller Representative). (c) The Seller Representative shall will act as a fiduciary with fiduciary duties to for the Sellers. If Company Holders on all of the matters set forth in this Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made in the best interest of the Company Holders, but the Seller Representative will not be responsible to the Company Holders for any Losses that any Company Holder may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, the Company Holders shall jointly and severally indemnify, defend and hold the Seller Representative harmless from and against any and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative, . In no event shall the Seller Representative must notify the Sellers. (d) in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable to for any act done or omitted under any Seller Representative Document as the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional Seller Representative while acting in good faith and without willful misconduct or bad faith (it being understood that gross negligence, and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative counsel shall be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and againstengage, compensate it forat the reasonable cost and expense of the Company Holders, reimburse it for attorneys, accountants, investment bankers, advisors, consultants and pay any clerical personnel and all lossesobtain such other professional and expert assistance, liabilities, claims, actions, damages maintain such records and incur other reasonable out-of-pocket expenses, including reasonable attorneys’ fees as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement Section 11.8 shall survive the Closing and continue indefinitely. (d) If the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Holders, then the Sellers Company Holders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the amount Company Holders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, Pubco and SPAC in writing of the identity of such indemnified Representative Loss attributable to successor. Any such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses successor so appointed shall be satisfied from become the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)“Seller Representative” for purposes of this Agreement.

Seller Representative. (a) By approving virtue of the adoption of this Agreement by the Sellers other than [***], and the transactions contemplated herebywithout further action of any such Seller, each such Seller shall be deemed to have irrevocably authorized constituted and appointed Dangroup ApS [***] (and by execution of this Agreement [***] hereby accepts such appointment) as the initial Seller Representative. The Seller Representative will act as such Person’s representative agent and attorney-in-fact to act (in such capacity, the “Seller Representative”) for and on behalf of such Person the Sellers (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Seller with respect to this Agreement and the Promissory Notes in connection with and to take facilitate the consummation of the transactions contemplated hereby, including the taking by the Seller Representative of any and all actions and make the making of any decisions required or permitted to be taken by the Seller Representative pursuant to this Agreement under Section 2.2 or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same7. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and in this Section 8.1 is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by survive the death or other eventincapacity of each Seller. No bond shall be required of the Seller Representative, and the Seller Representative shall receive no compensation for his services. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to any Person for any act taken in good faith and in the Sellers for actions taken pursuant to exercise of his reasonable judgment and arising out of or in connection with the acceptance or administration of his duties under this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative legal counsel shall be conclusive evidence of such good faith). The Sellers shall severally faith and not jointly (in accordance with their Pro Rata Sharesreasonable judgment), indemnify and hold harmless Seller Representative from and against, compensate it shall not be liable for, reimburse it for and pay may seek indemnification from the Sellers for, any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused Losses incurred by the Seller Representative, except to the extent of any Losses actually incurred as a proximate result of the gross negligence, fraud, intentional misconduct negligence or bad faith of the Seller Representative, . The Seller Representative shall reimburse be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Seller Representative in connection with actions taken by the Seller Representative pursuant to the terms of Section 2.2 or Article 7 of this Agreement or Article 5 or Section 11.12 of the Collaboration Agreement (including the payment of brokers’ fees and expenses, the hiring of legal counsel and the incurring of legal fees and costs), from the Sellers jointly and severally, including, without limitation, by deducting such costs and expenses from amounts otherwise distributable to the amount Sellers. (c) From and after the date of such indemnified this Agreement, any decision, act, consent or instruction of the Seller Representative Loss attributable with respect to such gross negligence, fraud, intentional misconduct Section 2.2 or bad faith. The Representative Losses Article 7 shall constitute a decision of all Sellers and shall be satisfied final, binding and conclusive upon each Seller, and the Buyer may rely upon any decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of each Seller. Buyer is hereby relieved from the Sellers, severally and not jointly (any liability to any Person for any acts done by Buyer in accordance with their Pro Rata Shares)any such decision, act, consent or instruction of the Seller Representative.

Seller Representative. (a) By approving this Agreement and Each of the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS Equityholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the initial Seller Representative. The Seller Representative will act as such Person’s representative its agent and attorney-in-fact to act fact, as the Seller Representative for and on behalf of such Person with respect the Equityholders to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) , to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree toof courts and awards of arbitrators with respect to claims by Indemnified Parties for indemnification pursuant to this Agreement, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Parties against any Equityholders or by any such Equityholders against any Indemnified Parties or any dispute between any Indemnified Parties and any such Equityholders, in each case relating to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement or the transactions contemplated hereby, and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all other actions that are either (i) necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Equityholders from time to time upon not less than thirty (30) days prior written notice to Buyer; provided, however, that the Seller Representative may not be removed unless holders of a majority of the Seller Shares immediately prior to the Closing agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Seller Representative may be filled by the holders of a majority of the Seller immediately prior to the Closing. Holdings and Buyer No bond shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence required of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Seller Representative, and on the Seller Representative shall not receive any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Personcompensation for its services. Notices or communications to or from the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event.Equityholders (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers Equityholders for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted hereunder as Seller Representative while acting in good faith and in the exercise of reasonable judgment. The Indemnifying Parties shall indemnify the Seller Representative and hold the Seller Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller Representative and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative. A decision, act, consent or instruction of the Seller Representative, including an amendment, alteration or modification of this Agreement pursuant to Section 11.01, shall constitute a decision of the advice Equityholders and shall be final, binding and conclusive upon the Equityholders; and Buyer may rely upon any such decision, act, consent or instruction of counsel, accountants and other professionals and experts retained by the Seller Representative shall be conclusive evidence as being the decision, act, consent or instruction of good faith)the Equityholders. The Sellers shall severally and not jointly (Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with their Pro Rata Shares)such decision, indemnify and hold harmless Seller Representative from and againstact, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out consent or instruction of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving this Agreement Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and the transactions contemplated herebyits successors and assigns, each Seller shall have hereby irrevocably authorized constitutes and appointed Dangroup ApS appoints Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in his capacity as the initial Seller Representative. The Seller Representative will act , as such Person’s representative the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person with respect to under the terms and provisions of this Agreement and the Promissory Notes Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to take any do or refrain from doing all such further acts and things, and to execute all actions and make any decisions required or permitted to be taken by such documents on behalf of such Person, if any, as the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions will deem necessary or appropriate in connection with any of the good faith judgment of transactions contemplated under the Seller Representative for Documents, including: (i) controlling and making any determinations with respect to the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement post-Closing Merger Consideration adjustments under Section 1.15; (including Article IXii) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of any Seller by Representative Document (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, and on any other action taken or purported to will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller by Representative Document; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as being fully binding upon the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. Notices or communications to or from All decisions and actions by the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, Section 10.14 are irrevocable and coupled with an interest interest. The Seller Representative h▇▇▇▇▇ accepts its appointment and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventauthorization as the Seller Representative under this Agreement. (b) The Any other Person, including the Purchaser Representative, the Purchaser and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The the acts of the Company Stockholders under any Seller Representative may resign at any time. (ii) Documents. The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Purchaser Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer Purchaser and the Target Company shall hall be entitled to rely conclusively on the instructions and decisions and actions of the prior Seller Representative as described to (i) any payment instructions provided by the Seller Representative or (ii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Company Stockholder shall have any cause of action against the Purchaser Representative, the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The Purchaser Representative, the Purchaser, the Company and the other Indemnified Parties shall not have any Liability to any Company Stockholder for any allocation or distribution among the Company Stockholders by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to a Company Stockholder under any Seller Representative Document shall be made to the Seller Representative for the benefit of such Company Stockholder, and any notices so made shall discharge in full all notice requirements of the other Parties or thereto to such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by a Company Stockholder shall be made by the Seller Representative (except for a notice under Section 10.1(a10.14(d) aboveof the replacement of the Seller Representative). (c) The Seller Representative shall will act as a fiduciary with fiduciary duties to for the Sellers. If Company Stockholders on all of the matters set forth in this Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made in the best interest of the Company Stockholders, but the Seller Representative will not be responsible to the Company Stockholders for any losses that any Company Stockholder may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, the Company Stockholders shall jointly and severally indemnify, defend and hold the Seller Representative harmless from and against any and all losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative, . In no event shall the Seller Representative must notify the Sellers. (d) in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable to for any act done or omitted under any Seller Representative Document as the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional Seller Representative while acting in good faith and without willful misconduct or bad faith (it being understood that gross negligence, and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative counsel shall be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and againstengage, compensate it forat the reasonable cost and expense of the Company Stockholders, reimburse it for attorneys, accountants, investment bankers, advisors, consultants and pay any clerical personnel and all lossesobtain such other professional and expert assistance, liabilities, claims, actions, damages maintain such records and incur other reasonable out-of-pocket expenses, including reasonable attorneys’ fees as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement Section 10.14 shall survive the Closing and continue indefinitely. (d) If the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Sellers Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the amount Company Stockholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser Representative and the Purchaser in writing of the identity of such indemnified Representative Loss attributable to successor. Any such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses successor so appointed shall be satisfied from become the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)“Seller Representative” for purposes of this Agreement.

Seller Representative. (a) By approving the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ▇▇▇▇▇ ▇▇▇ as the Seller Representative, and in such capacity, to be the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Seller under the terms and provisions of this Agreement and the Transaction Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Seller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Transaction Documents, including: (i) agree upon or compromise any matter related to the calculation of any adjustments to the Purchase Price under this Agreement; (ii) direct the distribution of the Purchase Price; (iii) act for Sellers with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers any indemnification claim made by or against Sellers, if any; (iv) act for Sellers with respect to all post-Closing matters; (v) terminate, amend or waive any provision of this Agreement; (vi) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in the Seller Representative’s sole discretion, deems necessary or advisable in the performance of his duties as the Seller Representative and to rely on their advice and counsel; (vii) incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, each and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receive all or any portion of the Purchase Price and to distribute the same; (ix) distribute the Seller shall have irrevocably authorized Representative Reserve; (x) sign any releases or other documents with respect to any dispute or remedy arising under this Agreement or the Transaction Documents; and appointed Dangroup ApS (xi) do or refrain from doing any further act or deed on behalf of Sellers which the Seller Representative deems necessary or appropriate, in his sole discretion after consultation with ▇▇▇▇▇▇▇ ▇▇▇▇, relating to the subject matter of this Agreement as fully and completely as any Seller could do if personally present and acting. The Seller Representative hereby accepts his appointment and authorization as the initial Seller RepresentativeRepresentative under this Agreement. (b) The appointment of the Seller Representative will be deemed coupled with an interest and will be irrevocable, and any other Person, including Buyer and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of Sellers hereunder or any Transaction Document to which they are a party. The Seller Representative will act as such Person’s representative and attorney-in-fact for Sellers on all of the matters set forth in this Agreement in the manner the Seller Representative believes to act on behalf be in the best interest of Sellers, but the Seller Representative will not be responsible to Sellers for any loss or damage that any Seller may suffer by reason of the performance by the Seller Representative of such Person with respect Seller Representative’s duties under this Agreement, other than loss or damage arising from fraud, gross negligence or willful misconduct in the performance of the Seller Representative’s duties under this Agreement. Sellers do hereby jointly and severally agree to this Agreement indemnify and hold the Promissory Notes Seller Representative harmless from and to take against any and all actions and make any decisions required Losses reasonably incurred or permitted to be taken by suffered as a result of the performance of the Seller Representative’s duties under this Agreement. The Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall will not be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall any fee, commission or other compensation for the performance of his services hereunder, but will be entitled to rely conclusively (without further evidence the payment from Sellers on a pro rata basis of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by all expenses incurred as the Seller Representative, and on any other action taken or purported to which payment may be taken on behalf of any recovered by the Seller by Representative from the Seller Representative, as being fully binding upon such Person. Notices or communications to or from Representative Reserve. (c) If the Seller Representative shall constitute notice die, become disabled, resign or otherwise be unable to fulfill his responsibilities as agent of Sellers, then Sellers shall, within ten (10) days after such death or from each disability, appoint a successor agent and, promptly thereafter (but in any event within two (2) Business Days after such appointment), shall notify Buyer in writing of the Sellers. Any decision or action by identity of such successor; provided, that if for any reason no successor has been appointed within such ten (10) day period, then any Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall will have the right to object to, dissent from, protest or otherwise contest the same. The provisions petition a court of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed competent jurisdiction for any reason or no reason by the vote or written consent appointment of a majority in interest of successor to the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative . Any such successor shall be appointed by the vote or written consent of Sellers, and any successor so appointed shall become the Majority Holders“Seller Representative” for purposes of this Agreement. (ivd) Notice of such vote All notices or a copy of the written consent appointing such new Seller Representative other communications required to be made or delivered by Buyer to Sellers shall be sent made to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict for the benefit of interest with respect Sellers. All notices or other communications required to any action, decision be made or determination to delivered by Sellers shall be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving this Agreement and Concurrently with the transactions contemplated herebyEffective Time, each NorthStar stockholder shall, as a condition to his/her participation in the NorthStar Merger and receipt of the Consideration after the Closing, be deemed to appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to act as a representative for such NorthStar stockholder (“Seller Representative”), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby accepts such appointment. Seller Representative shall have irrevocably authorized the authority to execute any and appointed Dangroup ApS as all instruments and other documents concerning the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act Contemplated Transactions on behalf of such Person with respect to this Agreement and the Promissory Notes NorthStar stockholders and to take do any and all actions and make any decisions required other acts or permitted to be taken by things on behalf of the NorthStar stockholders, which Seller Representative pursuant to may deem necessary or advisable on behalf of the NorthStar stockholders or which may be required by this Agreement or the Promissory Notes, including NorthStar Closing Documents in connection with the exercise consummation of the power Contemplated Transactions. Without limiting the generality of the foregoing, Seller Representative shall have full and exclusive authority to: (ia) agree with Buyer with respect to any matter or thing required by or deemed necessary by Seller Representative in connection with this Agreement or the NorthStar Closing Documents, including without limitation any amendments thereto; (b) give and receive notices on behalf of the NorthStar stockholders, except as to the notices referenced in Sections 2.5(e), 2.6 and communications2.7 of this Agreement; (iic) agree togenerally do all things and perform all acts, negotiateincluding without limitation executing and delivering all agreements, enter into settlements and compromises ofcertificates, receipts, consents, elections, instructions, and comply other instruments or documents contemplated by or deemed necessary or advisable by Seller Representative in connection with orders this Agreement or otherwise handle any other matters described in Section 2.5the NorthStar Closing Documents; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viiid) take all actions necessary or desirable in connection with the operation of this Agreement or the Escrow Agreement, including enforcement of amounts due NorthStar stockholders under the Escrow Agreement and defense and/or settlement of any indemnification or other claims made by Indemnified Persons pursuant to Section 9 of this Agreement or the Escrow Agreement; and (e) retain attorneys, accountants and other professionals to provide services to the Seller Representative in fulfillment of his obligations hereunder and as otherwise deemed appropriate in connection with the good faith judgment Closing of the Contemplated Transactions or related matters arising thereafter, including but not limited to issues involving the Escrow Agreement. All decisions by Seller Representative for the accomplishment of the foregoingshall be binding upon each NorthStar stockholder. Holdings and The NorthStar stockholders shall not have any right to object, dissent, protest, or otherwise contest Seller Representative’s decisions. Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) rely upon, and shall be entitled to rely conclusively (without further evidence of fully protected in relying upon, any kind whatsoever) on notice or document received by or from Seller Representative and any document executed action taken or purported to be executed decision made by Seller Representative on behalf of any NorthStar stockholder. If ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ resigns or becomes unable to perform his duties under this Section 10.16, NorthStar shall promptly select a new Seller by Seller Representative, Representative and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from new Seller Representative shall constitute notice promptly execute and deliver to or from each Buyer a supplement to this Agreement agreeing to the terms of this Section 10.16. No compensation shall be paid to the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided serving in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”)capacity; provided, however, in no event shall that if the Seller Representative resign or be removed without incurs out-of-pocket expenses in connection herewith, the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions reimbursement of the prior Seller Representative as described in Section 10.1(a) above. (c) all such expenses. The Seller Representative shall act as a fiduciary with fiduciary duties maintain (at the offices of NorthStar) invoices and other evidences of the expenses reimbursed. Any payments due to NorthStar stockholders under the Sellers. If Escrow Agreement shall first be applied to reimburse the Seller Representative has a personal conflict for his out-of-pocket expenses, upon notice delivered to Escrow Agent of interest with respect to any action, decision or determination the amount to be made by reimbursed. Except as to the obligations specifically required of the Seller RepresentativeRepresentative under this Agreement and the Escrow Agreement, the Seller Representative must notify shall not be responsible for the Sellers. (d) The obligations of the Acquired Companies or be obligated to the Buyer for Damages, except to the extent the Seller Representative is also a stockholder of NorthStar and except for his bad faith, gross negligence or willful conduct. Seller Representative shall not be liable to the Sellers NorthStar stockholders with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent or statement or other paper or document believed by him to be genuine and duly authorized, nor for actions taken pursuant to this Agreement or the Promissory Notesanything except his own willful conduct, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to gross negligence. All conduct of the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence undertaken in good faith and he shall not, as the result of good faith)his acting as Seller Representative, be responsible for the validity, enforceability or collectibility of any of the obligations of any of the other parties to the Merger Agreement. The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be entitled to indemnification from and againstbe held harmless by the NorthStar stockholders against any loss, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, expense (including reasonable attorneys’ fees and disbursements, fees) or other liability arising out of and in connection with its activities his service as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”)Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily other than for harm directly caused by the his willful misconduct, bad faith or gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of and in such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses event he shall be satisfied entitled to payment thereof from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Escrow Fund out of amounts otherwise payable to the NorthStar stockholders.

Seller Representative. Each Seller hereby appoints GarMark Advisors II L.L.C. as the “Seller Representative” to act as the agent of the Sellers with the full power (ai) By approving to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this ARTICLE 11, (ii) to execute and enter into, on behalf of the Sellers, the Escrow Agreement, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments of amounts held under the Escrow Agreement in connection with Losses as provided herein and therein, (iii) to negotiate and/or settle all claims under this Agreement or the Escrow Agreement, (iv) to receive from the Buyer monies payable to the Sellers in accordance with the provisions of this Agreement and the transactions contemplated herebyEscrow Agreement, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary to otherwise take such actions (or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IXrefrain from taking actions) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) execute such documents on any document executed or purported to be executed on the Sellers’ behalf of any Seller by Seller Representativein connection with this Agreement, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representativethe Escrow Agreement, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, in its sole discretion, deems proper and (vi) to perform all of the Seller Representative must notify functions of the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (Escrow Agreement. The foregoing notwithstanding, the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse not have the power to negotiate and/or settle any claims under this Agreement in which a single Seller is liable due to a breach by such Seller unless the Seller Representative has received the prior written consent of such Seller to negotiate and/or settle such claim. The Buyer and the Escrow Agent are entitled to rely on the acts and agreements of the Seller Representative as the acts and agreements of the Sellers. The Seller Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Seller Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement and the Escrow Agreement, and all such fees and expenses incurred by the Seller Representative shall be borne pro rata by the Sellers based upon their respective initial economic interests in the amount of such indemnified Representative Loss attributable Escrow Amount. Subject to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)the provisions of the Escrow Agreement, the fees and expenses incurred by the Seller Representative pursuant to this Section 11.04 shall be paid by the Sellers directly to the Seller Representative and shall not be paid from the Escrow Fund.

Seller Representative. (a) By approving The Sellers hereby appoint ▇▇▇▇▇▇▇ as the “Seller Representative.” The Seller Representative shall serve as representative of the Sellers with full power and authority to take all actions under this Agreement and the transactions contemplated herebyAncillary Agreements solely on behalf of each of such Sellers. Each Seller by approval of this Agreement, each hereby irrevocably appoints the Seller shall have irrevocably authorized and appointed Dangroup ApS Representative as the initial Seller Representative. The Seller Representative will act as such Person’s representative agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, including full power and authority on such Seller’s behalf (i) to act execute and deliver on behalf of such Person with respect to this Agreement and the Promissory Notes and Seller any waiver hereto, (ii) to take any and all other actions and make any decisions required or permitted to be taken by or on behalf of such Seller Representative pursuant in connection herewith, (iii) to negotiate, settle, compromise and otherwise handle all disputes under Section 2.6 and claims made under Sections 5.3 or Article 6 hereof, and (iv) to do each and every act and exercise any and all rights which such Seller or Sellers collectively are permitted or required to do or exercise under this Agreement or the Promissory NotesAncillary Agreements. Each Seller agrees that such agency and proxy are coupled with an interest, including are therefore irrevocable without the exercise consent of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer shall survive the death, incapacity or Holdings bankruptcy of any Seller. Neither the Seller Representative nor any agent employed by it shall incur any liability to any Seller relating to the defenseperformance of its duties hereunder except for actions or omissions constituting fraud, payment gross negligence or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventwillful misconduct. (b) The Seller Representative may be removedagrees that it shall not commence proceedings to liquidate, etcdissolve or wind up its affairs without providing to Buyer and each other Seller prior written notice of its intention to do so. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice Upon receipt of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is receivednotice, Buyer and the Target Company Seller Representative shall have the right, and hereby agree, to appoint a mutually acceptable substitute Person (which may or may not be entitled a Seller) to rely act as “Seller Representative” hereunder with all rights, powers and authority to act on the decisions and actions behalf of the prior Sellers as the initial Seller Representative as described in has pursuant to this Section 10.1(a) above7.1(b). (c) Any expenses or liabilities incurred by the Seller Representative in connection with the performance of its duties in such capacity under this Agreement or the Ancillary Agreements shall be reimbursed to the Seller Representative by the Sellers. The Seller Representative shall act as a fiduciary with fiduciary duties may from time to time submit invoices to the SellersSellers covering their Adjusted Pro Rata Portion of such expenses and/or liabilities and, upon the request of any Seller, shall provide such Seller with an accounting of all expenses paid. If the Seller Representative has a personal conflict of interest with respect In addition to any action, decision other rights or determination to be made by the Seller Representativeremedies, the Seller Representative must notify may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed by any Seller to the Seller Representative against any amounts to be paid to the Sellers. (d) Each Seller shall severally, but not jointly, based on their respective Adjusted Pro Rata Portion, indemnify and hold harmless, the Seller Representative from any and all losses, liabilities and expenses (including the reasonable fees and expenses of counsel) arising out of or in connection with the Seller Representative’s execution and performance (solely in its capacity as the Seller Representative and not in its capacity as a Seller) of this Agreement and the Ancillary Agreements, except for fraud or willful misconduct by the Seller Representative. This indemnification will survive the termination of this Agreement and the Ancillary Agreements. The Seller Representative shall may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Seller Representative in accordance with such advice, the Seller Representatives will not be liable to the Sellers. In no event will the Seller Representative (solely in its capacity as the Seller Representative and not in its capacity as a Seller) be liable hereunder or in connection herewith to any of the Sellers for actions taken pursuant to this Agreement any indirect, punitive, special or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith consequential damages. (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by e) Each Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”)including, in each case as such Representative Loss is suffered or incurred; providedfor purposes of this Section 7.1(e), the Seller Representative) agrees that in Buyer and, following the event it is finally adjudicated that a Representative Loss or Closing, LPT, shall be entitled to rely on any portion thereof was primarily caused action taken by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, on behalf of each Seller (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Each Seller agrees to pay, and to indemnify and hold harmless, each of the Buyer Parties from and against any Losses which they may suffer, sustain, or become subject to, as the result of any claim by any Person that an Authorized Action is not binding on, or enforceable against, any Seller. In addition, each Seller hereby releases and discharges Buyer and, following the Closing, LPT, from and against any Losses arising out of or in connection with the Seller Representative’s failure to distribute any amounts received by the Seller Representative on the Sellers’ behalf to the Sellers. Payment of all amounts paid by or on behalf of Buyer to the Seller Representative shall reimburse constitute payment by Buyer to each of the Sellers and satisfaction of the Buyer’s obligation to pay such amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from hereunder (notwithstanding any withholding by the Sellers, severally and not jointly (in accordance with their Pro Rata SharesSeller Representative).

Seller Representative. (a) By approving this Agreement Each Seller hereby constitutes and appoints ▇▇▇▇▇ ▇▇▇▇▇▇ as its representative and true and lawful attorney in fact (the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial “Seller Representative. The Seller Representative will act as such Person’s representative ”), with full power and attorney-in-fact authority in each of their names and on behalf of each of them: (i) to act on behalf of such Person each of them in the absolute discretion of the Seller Representative, but only with respect to the following provisions of this Agreement and Agreement, with the Promissory Notes and power to: (A) designate the account for payment of the Purchase Price pursuant to take any and all actions and make any decisions required Section 1.7 or permitted 1.10 or other payments to be taken by made to any Seller Representative pursuant to this Agreement or either Escrow Agreement, (B) act pursuant to Sections 1.11, 1.12 and 1.13 with respect to prorations and Purchase Price adjustments (including the Promissory NotesNet Assets Adjustment Amount and the Final Net Assets Settlement Amount) and related matters, including executing any amendment hereto to reflect any Purchase Price adjustment or reduction agreed to pursuant to Section 1.12 or 1.13, (C) execute, deliver and act under each Escrow Agreement, (D) grant any waiver or consent under Article 6, Section 8.1 or Section 12.14, make any determination under Article 6 or Section 8.1 (including a determination that the exercise conditions in Article 6 have been satisfied), or terminate this Agreement pursuant to Section 8.1, (E) act in connection with any matter as to which Sellers, jointly and severally, have or are alleged to have obligations, or as to which any Seller is or claims to be an Indemnified Person, under Article 10, (F) consent to the assignment of the power to: rights under this Agreement in accordance with Section 12.3(a), (iG) give and receive notices pursuant to Section 12.6, and communications;(H) receive and accept such notices or correspondence, execute such other documents, and take such other actions as are provided herein to be received, accepted, executed or taken by the Seller Representative; and (ii) agree toin general, negotiateto do all things and to perform all acts, enter into settlements including executing and compromises ofdelivering all agreements, certificates, receipts, instructions and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions instruments contemplated by this Agreement and any Ancillary Document (including or deemed advisable to effectuate the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the Section 1.14. (b) The foregoing appointment and grant of power of attorney granted hereby, are independent and severable, are irrevocable and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any one or Sellers, Seller or by operation of Law, whether law or by death or the occurrence of any other event. (bc) The Each Seller consents to the taking by the Seller Representative of any and all actions and the making by the Seller Representative of any decisions required or permitted to be taken or made by the Seller Representative pursuant to this Section 1.14, and agrees that each such action or decision shall bind such Seller. Each Seller hereby authorizes, approves and ratifies the execution of the Execution Date Escrow Agreement by the Seller Representative on such Seller’s behalf and further acknowledges and agrees that such Seller is bound thereby as if such Seller had executed the Execution Date Escrow Agreement directly. (d) Each Seller agrees that the Seller Representative shall have no obligation or liability to any Person for any action or omission taken or omitted by the Seller Representative in good faith hereunder. Sellers, jointly and severally, shall indemnify and hold the Seller Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Seller Representative may be removed, etc. sustain as provided in this Section 11.1(b)a result of any such action or omission by the Seller Representative hereunder. (ie) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer Purchaser and the Target Company Escrow Agent shall be entitled to rely on conclusively rely, without any independent verification or inquiry, upon any document or other paper delivered by or other action taken by the decisions and actions of the prior Seller Representative as described in Section 10.1(a(i) above. genuine and correct and (cii) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision having been duly signed or determination to be made sent or taken by the Seller Representative, and neither Purchaser nor the Escrow Agent shall be liable to any Seller for any action taken or omitted to be taken by Purchaser or such Escrow Agent in such reliance. (f) Payments made to or as directed by the Seller Representative must notify under Section 1.10 or any other provision of this Agreement, or under either Escrow Agreement, are binding to the same extent as though such payments were made directly to Sellers. Neither Purchaser nor the Escrow Agent shall have any responsibility or liability for any further delivery or application of any such payment, it being agreed by Sellers that, on the terms set forth herein, (i) any payment Purchaser is required to make hereunder, and any payment the Escrow Agent is required to make under either Escrow Agreement, may be made to or as directed by the Seller Representative on behalf of Sellers, (ii) Sellers shall determine among themselves the amount due to each Seller from each payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement, and (iii) each Seller shall look solely to the Seller Representative for each Seller’s respective share of any payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement. (dg) The ▇▇▇▇▇ ▇▇▇▇▇▇ may appoint Seller Representative, LLC, a Tennessee limited liability company (the “Successor Representative”), as the successor Seller Representative shall not to replace ▇▇▇▇▇ ▇▇▇▇▇▇. To be liable effective, such appointment must be written, signed by ▇▇▇▇▇ ▇▇▇▇▇▇ as the Seller Representative to indicate such appointment, signed by the Successor Representative to indicate its acceptance of such appointment and its agreement to be bound by the terms hereof pertaining to the Sellers for actions taken pursuant “Seller Representative,” delivered to Purchaser and be reasonably satisfactory to Purchaser in form and substance. Upon such an appointment of a successor Seller Representative under this Agreement or Agreement, such successor Seller Representative will succeed to and become vested with all of the Promissory Notesrights, except to powers, privileges and duties of the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraudpredecessor Seller Representative, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to and the advice of counsel, accountants and other professionals and experts retained by predecessor Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally discharged from such predecessor Seller Representative’s duties and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative obligations under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Agreement.

Seller Representative. (a) By approving Seller hereby appoints GEIE, as such Seller’s representative to act as Representative for all purposes of this Agreement and the transactions contemplated hereby, each with the right, in such capacity, in his discretion, to do any and all things and to execute any and all documents in Seller’s place and stead, in any way which such Seller shall have irrevocably authorized could do if personally present, in connection with this Agreement and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act transactions contemplated thereby, including the authority on behalf of such Person Seller, without giving notice to such Seller, to take any of the following actions: (i) to accept on such Seller’s behalf any amount payable to such Seller under this Agreement; (ii) to negotiate and otherwise deal with respect Parent, LuxCo or BHN, in all respects; (iii) to accept and give service of process and all other notices and other communications relating to this Agreement; (iv) to settle any dispute relating to the terms of this Agreement; (v) to execute any instrument or document that the Representative may determine is necessary or desirable in the exercise of his authority under this Agreement and power-of-attorney; and (vi) to act in connection with all matters relating to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notestransactions contemplated thereby, including the exercise of the power toto employ auditors, attorneys and other Persons in connection therewith. (b) Seller further agrees, as follows: (i) give Seller recognizes the inherent conflict of interest of GEIE as the Representative and receive notices and communicationswaives any claims with respect thereto; (ii) agree tothe Representative (A) shall not incur any personal liability for acting in such capacity if in doing so it acts upon advice of counsel or otherwise acts in good faith, negotiate(B) shall not incur any personal liability for acting in such capacity in the absence of its willful misconduct, enter into settlements (C) may act upon any instrument or signature believed by it to be genuine and compromises ofmay assume that any Person purporting to give any notice or instruction under this Agreement or under any other related agreement or document believed by it to be authorized has been authorized to do so (D) shall not be responsible for the investment of any payments received from Parent for the benefit of Seller, and comply with orders or otherwise handle (E) shall be promptly reimbursed by Seller, pro rata for out-of-pocket expenses incurred by it in its capacity of Representative, and such expenses shall first be satisfied from any other matters described in Section 2.5;payment paid by Parent and received by the Representative for the benefit of Seller, prior to distribution of such payments to Seller; and (iii) agree toIf GEIE is unable to serve or resigns as the Representative, negotiateSeller may appoint from among their ranks a substitute Representative to replace GEIE which Representative shall have all the powers and authority granted to GEIE by this Section 13.15. Parent, enter into settlements LuxCo and compromises ofBHN shall accept such substitute Representative without objection; provided, and comply with orders of courts with respect however, that GEIE shall continue to claims for indemnification made serve as the Representative until such substitute Representative has been appointed by Buyer pursuant to Article VII and Article IX;Seller. (ivc) litigateAt and after Closing, arbitrateParent, resolve, settle or compromise any claim for indemnification pursuant to Article VII LuxCo and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer BHN shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and the transactions contemplated hereby involving Seller, or any of them, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document statements made by the Representative or documents executed or purported to be executed on behalf of any Seller by Seller the Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Personthe Representative including the appropriate communication or delivery to Seller. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. [The provisions remainder of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according page intentionally left blank; signature pages to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).follow]

Seller Representative. (a) By approving the execution and delivery of this Agreement (and with respect to Company Shareholders, by delivery of a Letter of Transmittal), the transactions contemplated herebyCompany (solely with respect to periods prior to the Effective Time) and each Company Shareholder on behalf of itself and its successors and assigns, each Seller shall have hereby irrevocably authorized constitutes and appointed Dangroup ApS appoints ▇▇▇▇▇▇▇▇▇ ▇▇▇ in its capacity as the initial Seller Representative. The Seller Representative will act , as such Person’s representative the true and lawful agent and attorney-in-fact of the Company and such Company Shareholder with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person with respect to under the terms and provisions of this Agreement and the Promissory Notes Ancillary Documents to which the Seller Representative is a party, as the same may be from time to time amended, and to take any do or refrain from doing all such further acts and things, and to execute all actions and make any decisions required or permitted to be taken by such documents on behalf of such Person, if any, as the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions will deem necessary or appropriate in connection with any of the good faith judgment transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative for the accomplishment of the foregoing. Holdings is a party, including: (i) managing, controlling, defending and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed settling on behalf of an Indemnifying Party certain indemnification claims against any of them under Article VI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller by Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Seller Representative, and on any other action taken or purported to will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller by Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as being fully binding upon the Seller Representative and to rely on their advice and counsel; (vi) 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 indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. Notices or communications to or from All decisions and actions by the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunderRepresentative, including any agreement between the Seller Representative and Buyer the Purchaser Representative, the Purchaser or Holdings any Indemnified Party relating to the defense, payment defense or settlement of any indemnification claims for indemnification hereunderwhich an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall constitute a decision or action of all Sellers be binding upon the Company, each Company Shareholder and their respective successors and assigns, and they (nor any other Party) shall be final, binding and conclusive upon each such Person. No Seller shall not have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, Section 10.15 are irrevocable and coupled with an interest interest. The Seller Representative hereby accepts its appointment and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventauthorization as the Seller Representative under this Agreement. (b) The Any other Person, including the Purchaser Representative, the Purchaser, the Company and the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The the acts of the Company and the Company Shareholders hereunder or any Ancillary Document to which the Seller Representative may resign at any time. (ii) is a party. The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Purchaser Representative, a new Seller Representative shall be appointed by the vote or written consent of Purchaser, the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer Company and the Target Company each Indemnified Party and Indemnifying Party shall be entitled to rely conclusively on the instructions and decisions and actions of the prior Seller Representative as described to (i) the settlement of any indemnification claims by an Indemnified Party pursuant to Article VI, (ii) any payment instructions provided by the Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and neither the Company, any Company Shareholder nor any Indemnifying Party shall have any cause of action against the Purchaser Representative, the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The Purchaser Representative, the Purchaser, the Company and the other Indemnified Parties shall not have any Liability to the Company or any Company Shareholder or Indemnifying Party for any allocation or distribution among the Company Shareholders by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to the Company or a Company Shareholder under this Agreement or any Ancillary Document to which the Seller Representative is a party shall be made to the Seller Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Shareholder shall be made by the Seller Representative (except for a notice under Section 10.1(a10.15(d) aboveof the replacement of the Seller Representative). (c) The Seller Representative shall will act as a fiduciary with fiduciary duties to for the Sellers. If Company and the Company Shareholders on all of the matters set forth in this Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made in the best interest of the Company and the Company Shareholders, but the Seller Representative will not be responsible to Company or the Company Shareholders for any Losses that Company or the Company Shareholders or Indemnifying Party may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. The Purchaser shall indemnify, defend and hold harmless the Seller Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under this Agreement or any Ancillary Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Seller Representative, . In no event shall the Seller Representative must notify the Sellers. (d) in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable to the Sellers for actions taken pursuant to any act done or omitted under this Agreement or any Ancillary Document as the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional Seller Representative while acting in good faith and without willful misconduct or bad faith (it being understood that gross negligence, and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative counsel shall be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and againstengage, compensate it forat the reasonable cost and expense of the Purchaser, reimburse it for attorneys, accountants, investment bankers, advisors, consultants and pay any clerical personnel and all lossesobtain such other professional and expert assistance, liabilities, claims, actions, damages maintain such records and incur other reasonable out-of-pocket expenses, including reasonable attorneys’ fees as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement Section 10.15 shall survive the Closing and continue indefinitely. (d) If the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Sellers Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the amount Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser Representative and the Purchaser in writing of the identity of such indemnified Representative Loss attributable to successor. Any such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses successor so appointed shall be satisfied from become the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)“Seller Representative” for purposes of this Agreement.

Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS Sellers hereby designate IODA S.A. to serve as the initial sole and exclusive representative of Sellers (the “Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person ”) with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent those provisions of this Agreement and any Ancillary Document (including Agreement that contemplate or permit action by the Promissory Notes);Seller Representative. The appointment of the Seller Representative is coupled with an interest and shall be irrevocable by Sellers for any reason. The Seller Representative h▇▇▇▇▇ accepts its appointment as representative of Sellers. (vib) make In addition to the other rights and authority granted to the Seller Representative elsewhere in this Agreement, Sellers collectively and irrevocably constitute and appoint the Seller Representative as their agent, attorney-in-fact and representative with full powers of substitution to act in the name, place and stead of Sellers to act from and after the date hereof and to do any and all elections things and execute any and all documents which may be necessary, convenient or decisions appropriate to facilitate the consummation of the transactions contemplated by this Agreement and any Ancillary Document Agreement, including: (including i) execution of the Promissory Notes); documents and certificates pursuant to this Agreement and the any Ancillary Agreements; (ii) receipt and forwarding of notices and communications pursuant to this Agreement and the any Ancillary Agreements; (iii) administration of the provisions of this Agreement and the any Ancillary Agreements; (iv) giving or agreeing to, on behalf of all Sellers or any Seller, any and all consents, waivers, amendments or modifications deemed by the Seller Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement or any Ancillary Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) amending this Agreement or any Ancillary Agreements; (vi) negotiating and compromising, on behalf of each Seller, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any Ancillary Agreement; (vii) engageengaging, employ or appoint any and paying fees relating to, attorneys, accountants, agents or representatives (including attorneys, accountants consultants on behalf of each Seller in connection with this Agreement or any Ancillary Agreement; and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take taking all actions necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of any of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement . (including Article IXc) and shall be entitled to rely conclusively (without further evidence A decision, act, consent or instruction of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each Seller, and Purchaser may rely upon any decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of each and every Seller. Purchaser is hereby relieved from any liability to any Person (including Sellers and their respective Affiliates) for any acts done by it in accordance with such Persondecision, act, consent or instruction of the Seller Representative. No Notices or communications to or from the Seller Representative shall have constitute notice to or from each Seller for purposes of this Agreement. All acts of the right Seller Representative hereunder in its capacity as such shall be deemed to object to, dissent from, protest or otherwise contest the samebe acts on behalf of S▇▇▇▇▇▇. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason service by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed without compensation. Each Seller hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and hereby agrees to indemnify and hold harmless, jointly and severally, the Promissory Notes Seller Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (the “Representative Losses”), in each case as such Representative Loss is including court costs and legal fees and expenses) incurred or suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse acting in such capacity, provided that the Sellers the amount of such indemnified Seller Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad was acting in good faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving The Stockholders, by virtue of the approval and adoption of this Agreement Agreement, the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicable, and the transactions contemplated herebyWarrantholders, each Seller shall have by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably authorized constitute and appointed Dangroup ApS as appoint the initial Seller Representative. The Seller Representative will act (and by execution and delivery of this Agreement, the Seller Representative hereby accepts such appointment) as such Person’s representative their agent and attorney-in-fact to act for and on behalf of such Person each Securityholder with full power of substitution, to act in the name, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and the Promissory Notes Escrow Agreement, including (i) taking or foregoing such actions and making such decisions as may be necessary or appropriate in connection with the determination of the Final Merger Consideration; (ii) enforcing or foregoing enforcement of this Agreement and the Escrow Agreement on behalf of the Securityholders; (iii) giving and receiving all notices required to take be given under this Agreement and the Escrow Agreement; (iv) taking or foregoing any and all actions and make making any and all decisions required or permitted to be taken or made by the Seller Representative pursuant to under this Agreement or and the Promissory Notes, including the exercise of the power to: (i) give Escrow Agreement; and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute taking or foregoing any and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment furtherance of Seller Representative or for the accomplishment of the foregoing. Holdings The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled with an interest and Buyer is irrevocable, may be delegated by the Seller Representative and shall survive the death or incapacity of any Securityholder. No bond shall be required of the Seller Representative. The Seller Representative shall be entitled to deal exclusively with engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representative, including in electronic form. (b) All decisions, consents, instructions and actions by the Seller Representative made or taken in accordance with this Agreement or the Escrow Agreement shall be final and binding on all matters relating to of the Securityholders, and no Securityholder shall have any cause of action against the Seller Representative for any decision made, consent or instruction given, or action taken by the Seller Representative under this Agreement (including Article IX) and or the Escrow Agreement, except for any such decision, consent, instruction or action that constitutes fraud or willful misconduct by or on behalf of the Seller Representative. Parent shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed decisions, consents, instructions and actions or purported to be executed on behalf of any omissions by the Seller by Seller RepresentativeRepresentative made or taken in connection with this Agreement or the Escrow Agreement, and on no party hereto shall have any other cause of action against Parent for any action taken by Parent in reliance upon any such decision, consent, instruction or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) aboveaction. (c) The Seller Representative shall not have any liability to any of the Securityholders for any act done or omitted hereunder as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict while acting in good faith and in the exercise of interest with respect to any actionreasonable judgment, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative outside legal counsel shall be conclusive evidence of such good faith). The Sellers Securityholders shall severally and but not jointly (in accordance with jointly, based on their respective Pro Rata Shares)Portions, indemnify and hold harmless the Seller Representative from and againstagainst any loss, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, liability or expense incurred by the Seller Representative arising out of and or in connection with the acceptance, performance or administration of its activities as Seller Representative duties under this Agreement and the Promissory Notes Escrow Agreement, except for any such loss, liability or expense based primarily upon or arising out of any fraud or willful misconduct by or on behalf of the Seller Representative. The Seller Representative shall be entitled to recover any (x) such losses, liabilities or expenses which are indemnifiable hereunder and (y) reasonable and documented fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement or the “Escrow Agreement (i) first by recourse to any amounts available in the Seller Representative Losses”Fund, (ii) second by recourse to any amounts in the Adjustment Escrow Fund (but only to the extent such amounts are otherwise available for distribution to Securityholders pursuant to this Agreement and the Escrow Agreement), and (iii) third by recourse directly to the Securityholders, based on their respective Pro Rata Portions. (d) From and after the Effective Time, Parent shall cause the Surviving Corporation to provide the Seller Representative with reasonable updates related to the Surviving Corporation, reasonable access (including electronic access, to the extent available) to the books, records and other documents and materials of the Surviving Corporation and the reasonable assistance of the officers and employees of Parent and the Surviving Corporation as reasonably requested by the Seller Representative, in each case solely to the extent necessary for performing the Seller Representative’s duties under this Agreement and the Escrow Agreement. From and after the Effective Time, the Seller Representative may retain copies, reproductions, summaries, analyses or extracts (whether in hard-copy form or on intangible media, such as such electronic mail or computer files) of the contents of any virtual data room maintained by the Company in connection with the transactions contemplated hereby, the Company’s corporate books and records and all of the Company’s historical written communications (including electronic mail) prior to the Effective Time, in each case to be used solely for record retention purposes or in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement. (e) The identity of the Seller Representative Loss is suffered or incurred; providedand the terms of the agency may be changed, that and a successor Seller Representative may be appointed, from time to time (including in the event it is finally adjudicated that of the resignation, death, disability or other incapacity of the Seller Representative) by consent of a majority-in-interest (based on the number of Fully Diluted Shares held by them) of the Securityholders. Each successor Seller Representative Loss or any portion thereof was primarily caused shall have all of the power, authority, rights, privileges and obligations conferred by this Agreement upon the gross negligence, fraud, intentional misconduct or bad faith of original Seller Representative, and the term “Seller Representative Representative” as used herein shall reimburse be deemed to include any such successor Seller Representatives. (f) The provisions of this Section 7.14 shall be binding upon the Sellers executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Securityholder, and any references in this Agreement to a Securityholder shall mean and include the amount successors to the rights of such indemnified Representative Loss attributable Securityholder hereunder, whether pursuant to such gross negligencetestamentary disposition, fraud, intentional misconduct the Laws of descent and distribution or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)otherwise.

Seller Representative. (a) By approving this Agreement Each Selling Equityholder has, or prior to the Closing and as a condition to receiving its portion of the transactions contemplated herebyMerger Consideration will have, each constituted, appointed and empowered, effective from and after the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacity, as “Seller shall have irrevocably authorized Representative”), for the benefit of the Selling Equityholders and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative exclusive agent and attorney-in-fact to act on behalf of such Person each Selling Equityholder, with respect to the matters specified in this Section 9.16, which shall include the power and authority: (i) to enforce and protect the rights and interests of the Selling Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the Promissory Notes transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement with respect to any actions provided for in Sections 2.6, 2.9 and make Article VII, for and on behalf of the Selling Equityholders including (A) consenting to, compromising or settling any decisions required objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewith, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or permitted settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case of each of (A), (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actions; (ii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection therewith and (iii) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Selling Equityholders in connection with any matter arising under this Agreement. (b) Parent shall have the right to rely upon all actions taken or omitted to be taken by Seller Representative pursuant to this Agreement Agreement, all of which actions or omissions shall be legally binding upon the Promissory Notes, including the exercise Selling Equityholders. (c) The grant of the power to: authority provided for herein (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and is coupled with an interest and shall not be terminated by any act irrevocable and survive the death, incompetency, bankruptcy or liquidation of any one Selling Equityholder and (ii) shall survive the consummation of the Mergers, and any action taken by Seller Representative pursuant to the authority granted in this Agreement shall be effective and binding on each Selling Equityholder notwithstanding any contrary action of or Sellersdirection from such Selling Equityholder, except for actions or by operation omissions of Law, whether by death or other eventSeller Representative constituting willful misconduct. (bd) The Seller Representative may be removedrepresents and warrants that it is a Delaware limited liability company, etcduly organized, validly existing and in good standing under the laws of Delaware, and it has the requisite power and authority, and has taken all action necessary or required, to execute and deliver this Agreement and to perform its obligations hereunder. as provided in this Section 11.1(b). (i) The This Agreement has been duly executed and delivered by Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of and, assuming that this Agreement constitutes a majority in interest valid and binding obligation of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); providedother parties hereto, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed constitutes a new Seller Representative who shall assume such duties immediately upon the resignation or removal valid and binding obligation of Seller Representative. (iiie) In the event of the death, incapacity, resignation or removal The rights and obligations of Seller RepresentativeRepresentative pursuant to this Agreement, a new and the grant of authority to such Seller Representative shall set forth in this Section 9.16 may be appointed by the vote or assigned from time to time upon unanimous written consent of the Majority Holders. Selling Equityholders; provided, however, that no such assignment shall be effective unless and until (ivi) Notice evidence of the consent referred to in the immediately preceding sentence is provided to Parent and (ii) the assignee of such vote or rights and obligations becomes a copy party to this Agreement by executing a joinder in a form reasonably acceptable to Parent. Upon any such assignment, the Person accepting and assuming the rights and obligations of the written consent appointing such new Seller Representative shall be sent to Buyerbecome, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representativepurposes, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)hereunder.

Seller Representative. (a) By approving Each Indemnifying Party, by the adoption of this Agreement Agreement, irrevocably and unconditionally authorizes the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and (i) to take any and all additional action as is contemplated to be taken or otherwise may be taken by or on behalf of the Indemnifying Parties by or under the terms of this Agreement, including any actions in connection with any Post-Closing Adjustment or Objection Notice contained in Section 1.7, any waivers of Closing conditions or waivers of other Indemnifying Party rights and make any agreement to terminate or alter this Agreement, (ii) to take all action necessary to the defense and/or settlement of any claims for which the Indemnifying Parties may be required to indemnify Buyer pursuant to ARTICLE VIII hereof, and (iii) to give and receive all notices required to be given or received by the Indemnifying Parties under this Agreement. Seller Representative may take the foregoing actions, with full power of substitution, as Seller Representative may in its sole discretion determine to be necessary, desirable or appropriate in connection with any claim for indemnification. (b) All decisions and actions by the Seller Representative, including without limitation any agreement between the Seller Representative and Buyer (i) relating to the determination of the existence of any Post-Closing Adjustment or the settlement of any disputes or disagreements with regard to any Post-Closing Adjustment pursuant to Section 1.7 or (ii) relating to the defense or settlement of any claims for which the Indemnifying Parties may be required to indemnify Buyer pursuant to ARTICLE VIII hereof, shall be binding upon all Indemnifying Parties, and no Indemnifying Party shall have the right to object, dissent, protest or otherwise contest the same. (c) The Seller Representative shall not have any liability to any of the parties hereto for any act done or omitted hereunder as Seller Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Indemnifying Parties shall severally but not jointly indemnify the Seller Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The Seller Representative shall be entitled to be reimbursed for reasonable expenses incurred in the performance of its duties (including, without limitation, the reasonable fees of counsel) by the Indemnifying Parties. (d) The Seller Representative shall have reasonable access to relevant information about the Company and the reasonable assistance of the Company’s employees for purposes of performing its duties and exercising his rights hereunder; provided that the Seller Representative shall treat confidentially and not disclose any nonpublic information from or about the Company or Buyer to anyone (except on a need-to-know basis to individuals who agree to treat such information confidentially) and execute a non-disclosure agreement in the form provided by Buyer. (e) By his, her or its adoption of this Agreement, each Indemnifying Party agrees, in addition to the foregoing, that: (i) Buyer shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to (i) the settlement of any disputes or disagreements in connection with any Post-Closing Adjustments pursuant to Section 1.7 and (ii) the settlement of any claims for indemnification by Buyer pursuant to ARTICLE VIII hereof, or any other actions required or permitted to be taken by the Seller Representative pursuant to this Agreement hereunder, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or the Promissory Notes, including the exercise decisions of the power to: (i) give and receive notices and communicationsSeller Representative; (ii) agree toall actions, negotiatedecisions and instructions of the Seller Representative shall be conclusive and binding upon all of the Indemnifying Parties and no Indemnifying Party shall have any cause of action against the Seller Representative for any action taken, enter into settlements and compromises ofdecision made or instruction given by the Seller Representative under this Agreement, and comply except for fraud or willful misconduct by the Seller Representative in connection with orders or otherwise handle any other the matters described in this Section 2.510.15; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, Section 10.15 are independent and severable, are irrevocable and coupled with an interest and shall not be terminated enforceable notwithstanding any rights or remedies that any Indemnifying Party may have in connection with the transactions contemplated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”)Agreement; provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders.and (iv) Notice the provisions of such vote or a copy of the written consent appointing such new Seller Representative this Section 10.15 shall be sent to Buyer, such appointment to be effective binding upon the later executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Indemnifying Party, and any references in this Agreement to an Indemnifying Party shall mean and include the date indicated in such consent successors to the rights of each applicable Indemnifying Party hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) aboveotherwise. (cv) The Seller Representative the Sellers shall act as a fiduciary with fiduciary duties to the Sellers. If indemnify, defend and hold harmless the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals its successors and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative assigns from and against, compensate it for, reimburse it for and pay against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, claims, actions, damages costs and expenses, expenses and other Losses (including reasonable attorneys’ fees and disbursementscourt costs) (collectively, “Seller Representative Losses”) arising out as a result of and or incurred in connection with its activities as any actions taken or omitted to be taken by the Seller Representative under pursuant to the terms of this Agreement and the Promissory Notes (the “Representative Losses”)or any Transaction Document, in each case as such Seller Representative Loss is suffered incurred or incurred; providedsuffered. Notwithstanding the foregoing, that in the event it is finally adjudicated that a Seller Representative Loss or any portion thereof was primarily caused by the bad faith, gross negligence, fraud, intentional negligence or willful misconduct or bad faith of the Seller Representative, Seller Representative shall reimburse the Sellers preceding sentence will not apply to the amount of such indemnified the seller Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The , gross negligence or willful misconduct. (f) Royston Tay hereby accepts his appointment as Seller Representative. (g) Each party to this Agreement agrees that Royston Tay may resign as the Seller Representative Losses shall be satisfied from at any time and in his sole discretion, provided that Shareholder Representative Services LLC or other individual or entity mutually agreed on by (i) the SellersBuyer, severally and not jointly (in accordance with their ii) the Sellers representing at least the majority of the aggregated Pro Rata Shares).Portions, has been appointed as the Seller Representative and made a party to this Agreement. [Remainder of page intentionally left blank]

Seller Representative. (a) By approving Each Seller, by the execution of this Agreement and the transactions contemplated herebyAgreement, each Seller shall be deemed to have irrevocably appointed, authorized and appointed Dangroup ApS directed ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III, in his capacity as the initial Seller Representative. The Seller Representative will , to act as such PersonSeller’s representative agent, representative, proxy and attorney-in-fact to act for the purpose of effecting the consummation of the transactions contemplated by this Agreement and exercising, on behalf of all Sellers, the rights and powers of Sellers hereunder and thereunder. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority, and is hereby directed, for and on behalf of all Sellers, to take such Person with respect to this Agreement and the Promissory Notes action, and to take exercise such rights, power and authority, as are authorized, delegated and granted to the Seller Representative hereunder in connection with the transactions contemplated hereby and to exercise such rights, power and authority as are incidental thereto, to represent any Seller at and all actions and make after the Closing, to give or receive any decisions notices required or permitted to be taken by Seller Representative pursuant given hereunder and thereunder, to this Agreement or the Promissory Notes, including the exercise accept service of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed process on behalf of any Seller, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, or any other agreements, certificates, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all claims against any Seller by Seller Representativein connection with this Agreement, and on any other action taken or purported to be taken settle all such claims on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the all Sellers. Any decision or action by Seller Representative hereunderThe appointment and agency created hereby is irrevocable, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right deemed to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and be coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etcinterest. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act serve as a fiduciary with fiduciary duties such from the date hereof until the earlier of his resignation, death or incapacity or the completion of his obligations hereunder. In the event that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III is unable or unwilling to the Sellers. If the Seller Representative has a personal conflict of interest with respect continue to any action, decision or determination to be made by serve as the Seller Representative, the Seller Representative must notify the or otherwise ceases to be Sellers Representative, his successor shall be promptly appointed by Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving Each Seller hereby authorizes, directs and appoints Katsujin ▇▇▇▇▇ ▇▇▇▇ to act as sole and exclusive agent, attorney-in-fact and representative of such Seller (the “Seller Representative”), and authorized and directs the Seller Representative to (i) take any and all actions (including without limitation executing and delivering any documents, incurring any costs and expenses for the account of such Seller and making any and all determinations) which may be required or permitted by this Agreement to be taken by such Seller or Sellers, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Seller Representative hereunder in connection with the transactions contemplated hereby, each Seller shall have irrevocably authorized (iii) exercise such rights, power and appointed Dangroup ApS authority as are incidental to the initial Seller Representative. The Seller Representative will act as such Person’s representative foregoing, and attorney-in-fact to act on behalf of such Person with respect to this Agreement (iv) give and the Promissory Notes and to take receive any and all actions and make any decisions notices, consents, waivers or other communications required or permitted to be taken given under the terms of this Agreement. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Seller Representative pursuant consistent therewith, shall be absolutely and irrevocably binding on each Seller, as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity. The Seller Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to this Agreement or serve as the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying accordance with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventAgreement. (b) The Seller Representative may be removed, etc. shall serve as provided in this Section 11.1(b). (i) The Seller Representative may until his resignation, removal from office, incapacity or death; provided, however, that the Seller Representative shall not have the right to resign at any time. without (iiA) prior written notice to Sellers and (B) picking a successor reasonably satisfactory to Purchaser to serve until a successor thereto is elected by Sellers. The Seller Representative may be removed for at any reason or no reason time and a successor representative, reasonably satisfactory to Purchaser, may be appointed, pursuant to written action by Sellers who, immediately prior to the date of removal, hold at least one Share. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the vote or written consent terms of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) abovethis Agreement. (c) The Seller Representative shall act as a fiduciary with fiduciary duties be permitted to retain counsel, consultants and other advisors at its own expense and shall promptly notify Purchaser after retaining any such person. (d) Notwithstanding any notice received by Purchaser to the Sellers. If contrary (except any notice for the appointment of a successor Seller Representative approved by Purchaser in accordance with Section 9.7(b) above), Purchaser (i) shall be fully protected in relying upon and shall be entitled to rely upon, shall have no liability to Sellers with respect to, and shall be indemnified by Sellers from and against all liability arising out of, actions, decisions and determinations of the Seller Representative has a personal conflict and (ii) shall be entitled to assume that all actions, decisions and determinations of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the are fully authorized by Sellers. (de) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement the performance of any act or the Promissory Notes, except failure to act so long as he acted or failed to act in good faith in what he reasonably believed to be the extent such actions shall have been determined by scope of his authority and for a court of competent jurisdiction purpose which he reasonably believed to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith best interests of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall The parties hereto have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact agreed that it is desirable to designate BCP III to act on behalf of such Person with respect to this Agreement the Sellers, other than GPC, GPCH, GCC, GEC and the Promissory Notes ▇▇▇▇▇▇ Family Holders, for certain limited purposes, as specified herein (the “Seller Representative”). The Seller Representative shall have the right to resign and appoint a successor Seller Representative upon notice to the Company. (b) By its signature hereto, each of the Sellers, other than GPC, GPCH and the ▇▇▇▇▇▇ Family Holders, irrevocably appoints and ratifies the designation of BCP III (or any successor representative) as Seller Representative as provided in this Agreement, including the power to take any and all actions and make any decisions required specified in or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with The Seller Representative on shall take any and all matters relating to actions that it believes are necessary or appropriate under this Agreement (including Article IX) for and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representativesuch Sellers, as being fully as such holders were acting on their own behalf. All actions taken by the Seller Representative under this Agreement shall be binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from Sellers and their successors as if expressly confirmed and ratified in writing by each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) abovethem. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict Except in cases of interest with respect to any action, decision willful misconduct or determination to be made by the Seller Representativefraud, the Seller Representative must notify will have no liability to Buyer, the Sellers. (d) The Company, the Sellers or their successors or assigns with respect to actions taken or omitted to be taken in good faith in its capacity as the Seller Representative and shall not be liable to indemnified from the Sellers for actions taken pursuant entitled to this Agreement receive a portion of the consideration paid hereunder against any loss, liability or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, expenses arising out of and actions taken or omitted to be taken in connection with good faith in its activities capacity as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving virtue of the execution of this Agreement by each Seller, and without further action of any Seller, the transactions contemplated hereby, each Seller shall Sellers will be deemed to have irrevocably authorized constituted and appointed Dangroup ApS ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as the initial “Seller Representative. The Seller Representative will act ” (and by execution of this Agreement ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment) as such Person’s representative agent and attorney-in-fact to act for and on behalf of such Person Sellers, with full power of substitution, to act in the name, place and stead of each Seller with respect to this Agreement and the Promissory Notes and to take taking by Seller Representative of any and all actions and make the making of any decisions required or permitted to be taken by any Seller Representative pursuant under this Agreement, in each case either (x) on and prior to this Agreement or the Promissory NotesClosing, including and (y) immediately following the Closing. Such powers shall include the exercise of the power to: : (i) give and receive notices and communications; communications under this Agreement; (ii) agree toreceive and pay funds under this Agreement, negotiate(iii) prepare and deliver documents, enter into settlements certificates and compromises ofinstruments, and comply with orders give instructions, under this Agreement, (iv) authorize or otherwise handle object to claims for indemnification made by any other matters described in Section 2.5; Buyer Indemnitee under this Agreement; (iiiv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by any Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of Indemnitee under this Agreement and any Ancillary Document (including the Promissory Notes); Agreement; (vi) make all elections agree to, negotiate, enter into settlements and compromises of, and comply with orders or decisions contemplated by this Agreement and otherwise handle any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) other matters specifically delegated to assist Seller Representative in complying with its duties this Agreement; and obligations; and (viiivii) take all actions necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative; provided, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from that the Seller Representative shall constitute notice have no authority to take any action on or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating prior to the defense, payment or settlement of Closing which would bind any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have Company following the right to object to, dissent from, protest Closing except as provided in this Agreement or otherwise contest consented to in writing by the sameBuyer. The provisions power of this Sectionattorney hereby is coupled with an interest and is irrevocable; provided, including that the power of attorney granted herebyby this Section shall, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated without any further action by any act Person, be deemed automatically revoked and of no further effect with respect to any one or SellersCompany immediately following the Closing. The identity of the Seller Representative and the terms of the agency may be changed, or by operation and a successor Seller Representative may be appointed, from time to time (including in the event of Lawthe death, whether by death disability or other eventincapacity of the Seller Representative) by the consent of Sellers accounting for at least fifty percent of the Pro Rata Shares, and any such successor will succeed the Seller Representative as Seller Representative under this Agreement. Amounts paid by or on behalf of Buyer to the Seller Representative on behalf of the Sellers shall be treated as received by the Sellers. (b) The Seller Representative may will not be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed liable for any reason act done or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative omitted hereunder as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has while acting in good faith and not in a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted manner constituting gross negligence or involved fraudwillful misconduct, intentional misconduct or bad faith (it being understood that and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall counsel will be conclusive evidence of such good faith). The Each Seller will jointly and severally indemnify the Seller Representative and hold the Seller Representative harmless against any losses incurred without gross negligence or willful misconduct on the part of the Seller Representative and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties hereunder. (c) A decision, act, consent or instruction of the Seller Representative will constitute a decision of all Sellers shall severally and not jointly (will be final, binding and conclusive upon each Seller, and Buyer, its Affiliates, any other Buyer Indemnitee and any other Person may rely upon any decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of each Seller. Buyer, its Affiliates, any other Buyer Indemnitee, and any other Person are hereby relieved from any liability to any Person for any acts done by Seller Representative and any acts done by Buyer, its Affiliates, any other Buyer Indemnitee and any other Person in accordance with their Pro Rata Shares)any such decision, indemnify and hold harmless act, consent or instruction of the Seller Representative from in accordance with this Section. (d) The Representative Expense Fund Amount will be deposited by Buyer in the Representative Expense Fund in accordance with Section 1.4(a). Other than the obligation to make such deposit pursuant to the terms and againstconditions of this Agreement, compensate it Buyer shall have no responsibility, obligation, or liability with respect to the Representative Expense Fund. The Representative Expense Fund shall be held by the Seller Representative as agent and for the benefit of the Sellers in a segregated client account and shall be used for the purpose of pay directly, or reimbursing the Seller Representative for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and expenses incurred in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (performance of the “Seller Representative’s duties and obligations hereunder, including to pay the fees and expenses of counsel and accountants incurred in resolving disputes with Buyer. The Seller Representative Losses”)is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Expense Fund other than as a result of gross negligence or willful misconduct. The Seller Representative is not acting as a withholding agent or in each case any similar capacity in connection with the Representative Expense Fund, and has no tax reporting or income distribution obligations. The Sellers will not receive any interest on the Representative Expense Fund and assign to the Seller Representative any such interest. As soon as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused reasonably determined by the gross negligenceseller Representative that the Representative Expense Fund is no longer required to be withheld, fraudand in any event not later than thirty (30) days after the later of (i) the date any remaining balance of the Indemnity Holdback is paid out to the Sellers or (ii) the date that the last indemnity claim of a Buyer Indemnitee has been finally resolved, intentional misconduct or bad faith of Seller Representative, the Seller Representative shall reimburse distribute the then- remaining amount of the Representative Expense Fund, if any, to the Sellers the amount of such indemnified Representative Loss attributable according to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their respective Pro Rata Shares).

Seller Representative. (a) By approving virtue of its execution of this Agreement and the transactions contemplated herebyAgreement, each Seller shall have Party designates and irrevocably authorized and appointed Dangroup ApS as appoints the initial Seller Representative. The Seller Representative will act as such PersonSeller Party’s representative agent and attorney-in-fact to act on behalf for the following purposes of such Person with respect to this Agreement with the full power and the Promissory Notes and authority on such Seller Party’s behalf: (i) to take any and all actions and make any decisions required or permitted contemplated to be taken by the Seller Representative pursuant to as set forth in the provisions of this Agreement or the Promissory NotesAgreement, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, to negotiate, enter into settlements settle, compromise and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to all claims for indemnification made by Buyer any Indemnified Party pursuant to Article VII and Article IX; Section 11.1, with the sole exception of any indemnification to be provided by Eager Corp (iv) litigatewhich shall only be negotiated, arbitratesettled, resolvecompromised or otherwise handled by Eager Corp, it being agreed that only Eager Corp shall have the authority to negotiate, settle or compromise any claim for indemnification pursuant with respect to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out which Eager Corp has any liability). All decisions within the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment scope of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller preceding sentence by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each Seller Party (other than Eager Corp solely with respect to clause (ii) thereof), and no such Person. No Seller Party shall have the any right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removeddelegate its authority as the Seller Representative to any one of the Seller Parties (or their Affiliates) for a fixed or indeterminate period of time upon not fewer than five (5) Business Days’ prior written notice to the Buyer in accordance with Section 12.10. Each successor Seller Representative has all of the power, etc. authority, rights and privileges conferred by this Agreement upon the original Seller Representative, and the term “Seller Representative” as provided used in this Section 11.1(b). (i) The Seller Representative may resign at Agreement includes any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of successor Seller Representative. (iiic) In the event A decision, act, consent or instruction of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent acting on behalf of the Majority Holders. Seller Parties in accordance with the provisions hereof (ivincluding, for the avoidance of doubt, clause (ii) Notice of Section 12.14(a)) constitutes a decision of all such vote Seller Parties (except where the context otherwise requires) and is final, binding and conclusive upon such Seller Parties, and the Buyer Parties and any Indemnified Party may rely upon any such decision, act, consent or a copy instruction of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described being the decision, act, consent or instruction of such Seller Parties. The Buyer Indemnitees are hereby relieved from, and the Seller Parties (other than Eager Corp) shall indemnify and hold the Buyer Indemnitees harmless from, any liability to any Person for any acts done by any of them in Section 10.1(a) above. (c) accordance with such decision, act, consent or instruction of the Seller Representative. The Seller Representative shall act as a fiduciary with fiduciary duties Buyer Indemnitees may for all purposes of this Agreement treat every notice, payment or any other action directed to the Sellers. If the Seller Representative has a personal conflict of interest with respect as if such notice, payment or other action had been directed to any action, decision or determination to be made by the such Seller Representative, the Seller Representative must notify the SellersParty. (d) The Seller Representative shall not be liable will have no liability to the Sellers any Seller Party on behalf of whom it is acting for actions taken pursuant to any act done or omitted under this Agreement or as the Promissory NotesSeller Representative while acting in good faith and not in a manner constituting wanton misconduct, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall counsel will be conclusive evidence of such good faith). The Sellers shall Seller Parties (other than Eager Corp) will severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless the Seller Representative from and against, compensate it for, reimburse it for and pay against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Losses the Seller Representative under this Agreement may suffer as a result of any such action or omission. (e) This appointment and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused grant of power and authority by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Parties to the Seller Representative shall reimburse pursuant to this Section 12.14 is coupled with an interest, is in consideration of the Sellers mutual covenants made in this Agreement, is irrevocable and may not be terminated by the amount act of such indemnified Representative Loss attributable to such gross negligenceany Seller Party or by operation of law, fraudwhether upon the death or incapacity of any Seller Party, intentional misconduct or bad faith. The Representative Losses shall be satisfied from by the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)occurrence of any other event.

Seller Representative. (a) By approving this Agreement Each Seller hereby irrevocably appoints BTO Urban and Family Holdings, acting jointly, to serve (and each Purchaser-Side Party hereby acknowledges that the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act serve) as such Person’s representative the exclusive agent, proxy and attorney-in-fact for such Seller for all purposes under this Agreement (including full power and authority to act on behalf of such Person with respect Seller). Without limiting the generality of the foregoing appointment, the Seller Representative is authorized and empowered to this Agreement and the Promissory Notes and to take execute any and all actions instruments, certificates or other documents on behalf of each Seller, and make to do any decisions required and all other acts or permitted to be taken by things on behalf of each Seller, which the Seller Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or otherwise, in connection with the Promissory Notesconsummation of the Transactions and the performance of all obligations hereunder or under any other Transaction Agreements from and after the date hereof, including the exercise of the power to: : (i) execute any documents on behalf of each Seller, including any amendment to, or waiver under, this Agreement, (ii) give and receive notices and communications; communications to or from any other Person relating to this Agreement or any of the Transactions and other matters contemplated hereby or by any other Transaction Agreement (iiexcept to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually), (iii) engage and employ, on behalf of the Sellers, Representatives (including legal counsel and other professionals) and incur such expenses as the Seller Representative may in its sole discretion determine necessary or appropriate in connection with the administration of the foregoing, at the expense of the Sellers (which shall reimburse the Seller Representative for the same), (iv) agree to, object to, negotiate, resolve, enter into settlements and compromises of, and comply with orders demand arbitration or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises litigation of, and comply with orders of arbitrators or courts with respect to, any dispute between any other Person and any or all of the Sellers, in each case, relating to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigatethis Agreement or the Transactions, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver pay or cause to be paid all documents necessary expenses incurred or desirable to carry out be incurred by or on behalf of the intent of Sellers in connection with this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing. Any action taken by the Seller Representative will require the prior written consent of each of BTO Urban and Family Holdings, except to the extent otherwise agreed by BTO Urban and Family Holdings in writing. The Seller Representative shall have the sole and Buyer exclusive authority and power to act on behalf of each Seller with respect to the disposition, settlement or other handling of all claims under this Agreement and all rights or obligations arising under this Agreement. Each Seller shall be entitled to deal exclusively with bound by all actions taken and documents executed by the Seller Representative on all matters relating to in compliance with this Agreement (including Article IX) Section 12.18 in connection with this Agreement, and each Purchaser-Side Party shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed action or purported to be executed on behalf decision of any Seller by the Seller Representative, provided such action or decision reflects the consent of both BTO Urban and on any Family Holdings. The Seller Representative shall receive no compensation (other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Personthan the expense reimbursement contemplated above) for its services. Notices or communications to or from the Seller Representative shall constitute notice to or from each Seller. (b) The Seller Representative will have no duties or responsibilities except for those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller will exist with respect to the Seller Representative in its capacity as such. The agencies and proxies created hereunder by the Sellers are coupled with an interest and are therefore irrevocable without the consent of the SellersSeller Representative, and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. Any decision or action All decisions and acts by the Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall will be final, binding and conclusive upon each such Person. No Seller, and no Seller shall will have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions Seller Representative is authorized to act on behalf of each Seller in accordance with the terms of this SectionSection 12.18, including notwithstanding any dispute or disagreement with or among the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act In performing the functions specified in this Agreement, as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative neither BTO Urban nor Family Holdings shall not be liable to any Seller for any errors in judgment, negligence, lack of oversight, breach of duty or otherwise. Each Seller severally (based on the Sellers for actions taken pursuant to this consideration such Seller actually receives (or would have received, in the event the Agreement or the Promissory Notes, except is terminated prior to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraudClosing) under this Agreement), intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and hold harmless BTO Urban and Family Holdings in their joint capacity as Seller Representative from and against, compensate it for, reimburse it for and pay against any and all losses, liabilitiesdamages, claims, actions, damages claims and expenses, liabilities (including reasonable attorneys’ fees and disbursements, other costs of defending against claims) incurred by them and arising out of and or in connection with its activities as the acceptance or administration of the Seller Representative’s duties hereunder. The Seller Representative under this Agreement is serving in that capacity solely for purposes of administrative convenience, and the Promissory Notes (the “Representative Losses”), is not liable in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss capacity or any portion thereof was primarily caused other capacity for any of the obligations of any Seller-Side Party hereunder, and each Purchaser-Side Party agrees that it will not in any event look to the assets of BTO Urban or Family Holdings, acting in such capacity, for the satisfaction of any obligations to be performed by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)any Seller-Side Party hereunder.

Seller Representative. (a) By approving The Seller hereby appoints the Seller Representative as the representative, agent and attorney-in-fact of Seller and each securityholder of Seller for all purposes in connection with this Agreement and the transactions contemplated hereby. In addition, by voting in favor of the adoption of this Agreement, the approval of the principal terms hereof, and the consummation of the transaction or participating in the transaction and/or receiving the benefits thereof, including the right to receive the consideration payable in connection herewith, each securityholder of Seller shall be deemed to have irrevocably authorized approved the designation of, and appointed Dangroup ApS hereby designates, Shareholder Representative Services LLC as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) . The Seller Representative may be removed for will incur no liability of any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest kind with respect to any action, decision action or determination to be made omission by the Seller Representative, Representative in connection with the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to Representative’s services in connection with this Agreement or the Promissory NotesAgreement, except to in the extent such actions shall have been determined by a court event of competent jurisdiction to have constituted liability directly resulting from the Seller Representative’s bad faith, gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith)willful misconduct. The Sellers shall severally Seller and not jointly (in accordance with their Pro Rata Shares)the Seller’s securityholders will indemnify, indemnify defend and hold harmless the Seller Representative from and against, compensate it for, reimburse it for and pay against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, damages fees, costs and expenses, expenses (including reasonable attorneys’ the fees and disbursementsexpenses of counsel and experts and their staffs and all expense of document location, arising out of duplication and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes shipment) (the collectively, “Representative Losses”)) arising out of or in connection with the Seller Representative’s execution and performance of this Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event it that any such Representative Loss is finally adjudicated that a Representative Loss or any portion thereof was primarily to have been directly caused by the bad faith, gross negligence, fraud, intentional negligence or willful misconduct or bad faith of the Seller Representative, the Seller Representative shall will reimburse the Sellers applicable Seller or Seller securityholder the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, fraud, intentional misconduct or bad faith, gross negligence or willful misconduct. In no event will the Seller Representative be required to advance its own funds on behalf of the Sellers or otherwise. The foregoing indemnities will survive the resignation or removal of the Seller Representative Losses shall be satisfied from or the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)termination of this Agreement.

Seller Representative. (a) By approving Each ▇▇▇ Subsidiary, by executing this Agreement Agreement, irrevocably constitutes and the transactions contemplated herebyappoints REC and its successors, each Seller shall have irrevocably authorized and appointed Dangroup ApS acting as the initial Seller Representative. The Seller Representative will act hereinafter provided, as such appointing Person’s representative and attorney-in-fact to act on behalf of such Person in connection with respect the authority granted to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative REC pursuant to this Agreement or Section 13.15, and acknowledges that such appointment is coupled with an interest. (b) Each ▇▇▇ Subsidiary, by the Promissory Notesappointment described in Section 13.15(a), including the exercise of the power to: (i) authorizes REC subsequent to the Execution Date (A) to give and receive written consents, reports, notices and communications; (ii) agree tocommunications to or from Buyer relating to this Agreement, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions transactions contemplated by this Agreement and the other Transaction Documents, (B) to act on such appointing Person’s behalf with respect to any Ancillary Document and all matters affecting such appointing Person in this Agreement, including giving and receiving all notices and communications to be given or received with respect to any such matters, and (including C) to negotiate, compromise and resolve any dispute that may arise under this Agreement; provided, however, that in each of clauses (A) through (C) preceding, REC will not have the Promissory Notes);authority to execute any agreements or documents (other than consents, reports, notices and communications) on behalf of each ▇▇▇ Subsidiary, and (ii) agrees to be bound by all agreements and determinations made by and documents executed and delivered by REC pursuant to the authority granted to REC hereunder. (viic) engageEach ▇▇▇ Subsidiary, employ by the execution of this Agreement, expressly acknowledges and agrees that (i) REC is authorized to act on its behalf with respect to this Agreement, notwithstanding any dispute or appoint any agents or representatives disagreement between such appointing Person and REC, and (including attorneys, accountants and consultantsii) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall will be entitled to deal exclusively with Seller Representative solely interact with, and rely on any and all matters relating to actions taken by, REC under this Agreement (including Article IX) and shall be entitled without any liability to, or obligation to rely conclusively (without further evidence of any kind whatsoever) on any document executed inquire of, such appointing Person. Any notice or purported to be executed on behalf of any Seller by Seller Representativecommunication given or received by, and on any other action taken decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or purported to be taken on behalf instruction of, REC that is within the scope of any Seller by Seller Representative, as being fully binding upon such Person. Notices REC’s authority under this Section 13.15 will constitute a notice or communications communication to or from Seller Representative shall constitute notice by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or from each instruction of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall will be final, binding and conclusive upon each such appointing Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall will be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to upon any such notice, communication, decision, action, decision failure to act within a designated period of time, agreement, consent, settlement, resolution or determination instruction as being a notice or communication to be made by the Seller Representativeor by, the Seller Representative must notify the or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or interaction of, such appointing Person and Sellers. (d) The Each Seller and Seller Representative shall not be is, and hereby agrees to be, jointly and severally liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except Buyer with respect to the extent such actions shall have been determined by a court representations, warranties and covenants of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by each Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), set forth herein and/or in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Transaction Document.

Seller Representative. (a) By approving the execution and delivery of this Agreement Agreement, Seller hereby constitutes and appoints the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS Representative as the initial Seller Representative. The Seller Representative will act as such Person’s representative true and lawful agent and attorney-in-fact of Seller with full power of substitution to act in the name, place and stead of Seller and to act on behalf of Seller in any litigation or arbitration involving this Agreement, do or refrain from doing all such Person further acts and things, and execute all such documents as the Seller Representative shall deem necessary or appropriate in connection with respect to the transactions contemplated by this Agreement and including, without limitation, the Promissory Notes and power: (a) to take any and all actions and make any decisions required or permitted act for Seller with regard to be taken by Seller Representative pursuant matters pertaining to indemnification referred to in this Agreement or the Promissory NotesAgreement, including the exercise power to compromise any indemnity claim on behalf of the power to: (i) give Seller and receive notices and communicationsto transact matters of litigation; (iib) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all waivers under and amendments to this Agreement, ancillary agreements, certificates and documents necessary or desirable to carry out that the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions deems necessary or appropriate in connection with the good faith judgment consummation of the transactions contemplated by this Agreement; (c) to receive funds and make payments of funds; (d) to do or refrain from doing any further act or deed on behalf of Seller that the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller could do if personally present. The Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative in all matters referred to herein. All notices required to be made or delivered by the Buyer to the Seller shall be made to the Seller Representative for the accomplishment benefit of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute discharge in full all notice to or from each requirements of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellersthereto. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving Each Seller, by executing this Agreement and the transactions contemplated Agreement, does hereby, each Seller shall have for itself or himself and its or his heirs, representatives and successors, irrevocably authorized constitute and appointed Dangroup ApS appoint Energy Spectrum Capital II LP as its or his agent and representative (in such capacity, the initial "Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and ") to take any and all actions and make any decisions required or permitted to be taken by the Seller Representative under or in connection with this Agreement, and for the following additional purposes: (a) To execute and deliver such waivers and consents in connection with this Agreement or any of the transactions contemplated hereby as the Seller Representative, in its sole discretion, determines to be necessary or desirable; (b) To take any action on the part of the Sellers contemplated by the Escrow Agreement and authorize the release of the Escrow Funds pursuant thereto; (c) To collect and receive all moneys and other proceeds and property payable to the Sellers pursuant to the terms of this Agreement and, subject to the withholding of amounts necessary to pay expenses in accordance with Section 13.3, to cause the same to be disbursed to the Sellers; (d) To enforce and protect the rights and interests of the Sellers or any of them arising out of or under or in any manner relating to this Agreement or any other agreement, document, instrument or certificate relating to the Promissory Notestransactions contemplated hereby and, including in connection therewith, to assert, institute, investigate, defend, contest, litigate, prosecute and appeal any claim with respect thereto; to compromise or settle any such claim on such terms as the exercise Seller Representative shall determine to be appropriate; and give receipts, releases and discharges on behalf of all of the power to: (i) give and receive notices and communicationsSellers with respect to any such claim; (iie) agree toTo refrain from enforcing any rights and interests of the Sellers arising out of or under or in any manner relating to this Agreement and each other agreement, negotiatedocument, enter into settlements and compromises ofinstrument or certificate relating to the transactions contemplated hereby (provided, and comply with orders however, that no such failure to act on the part of the Seller Representative shall, except as otherwise expressly provided in any of the foregoing agreements, instruments or otherwise handle documents, be deemed a waiver of any other matters described in Section 2.5;such right or interest by the Seller Representative or the Sellers); and (iiif) agree toTo make, negotiateexecute, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute acknowledge and deliver all documents necessary such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Seller Representative, in its sole discretion, may consider necessary, proper or desirable convenient in connection with or to carry out the intent activities described in paragraphs (a) through (d) above. The grant of authority provided for in this Agreement Section 13.1 (i) is coupled with an interest, shall be irrevocable and (to the maximum extent permitted by law) shall survive the death, incompetency, bankruptcy or liquidation of any Ancillary Document Seller and shall be binding on its or his heirs, representatives and successors; and (including ii) may be exercised by the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of by signing separately as Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunderSellers or, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of after listing all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); providedexecuting an instrument, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities signing as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith for all of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)them.

Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act hereby constitutes and appoints ▇▇▇▇▇▇ ▇▇▇▇▇ as such Person’s its representative and its true and lawful attorney-in-fact fact, with full power and authority in its name and on its behalf: (i) to act on Seller’s behalf in the absolute discretion of such Person the Seller Representative with respect to all matters relating to this Agreement, including, without limitation, execution and delivery of any amendment, supplement, or modification of this Agreement, any waiver of any claim or right arising out of this Agreement and the Promissory Notes any claims for indemnification pursuant to ARTICLE VII and ARTICLE VIII; and (ii) in general, to do all things and to take perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Agreement. This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of Seller or by operation of law or by the occurrence of any other event. Seller hereby consents to the taking of any and all actions and make the making of any decisions required or permitted to be taken or made by the Seller Representative pursuant to this Agreement Section 10.04. Seller agrees that the Seller Representative shall have no obligation or Liability to any Person for any action or omission to be taken or omitted by the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties good faith hereunder, and obligations; andSeller shall indemnify and hold the Seller Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Seller Representative may sustain as a result of any such action or omission by the Seller Representative hereunder. (viiib) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and The Purchaser Parties shall be entitled to rely conclusively (without further evidence upon any document or other paper delivered by the Seller Representative as being authorized by Seller, and the Purchaser Parties shall not be liable to Seller or any of its Affiliates or its stockholders for any kind whatsoever) action taken or omitted to be taken by the Purchaser Parties based on such reliance. Seller agrees that the Purchaser Parties shall be entitled to rely on any document executed agreement, settlement, notice, waiver, decision, act, consent or purported to be executed on behalf instruction of any Seller by the Seller Representative, including an amendment, extension or waiver of this Agreement, and on any other each action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers Seller and shall be final, binding and conclusive upon each Seller as if Seller had taken such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) aboveaction. (c) The With respect to Sections 2.04, 7.03, 7.04, 7.05, 7.06, 7.09, 8.04, 8.05 and 10.01 of this Agreement, any reference to Seller, or to any act to be taken by Seller Representative shall act or to any right of Seller being exercised, in each case after the Closing, shall, in the event that Seller is dissolved, be construed as a fiduciary with fiduciary duties reference to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any actionRepresentative, decision or determination to be made that act being taken or that right being exercised by the Seller Representative, as the Seller Representative must notify the Sellerscase may be. (d) The In the event that the Seller Representative shall not be liable resigns, is replaced or otherwise ceases to the Sellers for actions taken pursuant to this Agreement act as liquidator, administrator or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and similar officeholder in connection with its activities the liquidation, administration or any other analogous process with respect to Seller, Seller shall appoint such successor liquidator, administrator or similar officeholder as the successor Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Agreement.

Seller Representative. The Sellers hereby appoint Al A. ▇▇▇▇▇▇▇▇▇ ▇▇ their representative (a) By approving this Agreement the "Seller Representative"), who shall have full power and authority to make all decisions relating to the Statement provided in Section 2.3 and the transactions contemplated hereby, each Seller shall have irrevocably authorized defense and/or settlement of any claims for which the Sellers may be required to so indemnify the Buyer (and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes vice versa) and to take such other actions (and any and all other actions and make any decisions required reasonably related or permitted ancillary thereto) provided herein to be taken by the Seller Representative. If the Seller Representative pursuant to this Agreement shall die, become totally incapacitated or resign from such position, the Promissory Notesremaining Sellers shall select another member from among the selling group (or their heirs, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree toexecutors, negotiate, enter into settlements and compromises of, and comply with orders administrators or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultantspersonal representatives) to assist Seller Representative in complying with its duties fill such vacancy. All decisions and obligations; and (viii) take all actions necessary or appropriate in by the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representativeincluding, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunderwithout limitation, including any agreement between the Seller Representative and the Buyer or Holdings relating to the defensedetermination of Adjusted Profit or Loss, payment the defense or settlement of any claims for indemnification hereunderwhich the Sellers may be required to so indemnify Buyer, any decision, action or agreement to be made or taken under the Escrow Agreement, any amendment to this Agreement or the Escrow Agreement or any other action provided herein to be taken by the Seller Representative, shall constitute a decision or action be binding upon all of all Sellers the Sellers, and shall be final, binding and conclusive upon each such Person. No no Seller shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The By their execution of this Agreement, the Sellers shall be deemed to have agreed that (i) the provisions of this Section, including the power of attorney granted hereby, Section 8.6 are independent and severable, are irrevocable and coupled with an interest and shall not be terminated enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by any act of any one or Sellersthis Agreement, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed the remedy at law for any reason or no reason by the vote or written consent of a majority in interest breach of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); providedprovisions of this Section 8.6 would be inadequate, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if it brings an action to enforce the deathprovisions of this Section 8.6, incapacity(iv) the provisions of this Section 8.6 shall be binding upon the heirs, resignation executors, administrators, personal representatives and successors of each Seller and (v) any references in this Agreement to a Seller or removal Sellers shall mean and include the successors to the Sellers' rights hereunder, whether pursuant to testamentary disposition, the laws of Seller Representative, a new descent and distribution or otherwise. All fees and expenses incurred by the Seller Representative shall be appointed paid by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial "Seller Representative. The Seller Representative will act "), as such Person’s representative and Seller's representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transfer of such Seller's Interests to Buyers in accordance with the terms and provisions of this Agreement and to act on behalf of such Person with respect to Seller in any litigation or arbitration involving this Agreement and the Promissory Notes to do or refrain from doing all such further acts and things, and to take execute all such documents, as such Seller Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including, without limitation, the power: (a) to act for such Seller with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any claim on behalf of such Seller, to bring and transact matters of litigation and to refer matters to arbitration; (b) to receive, hold, and deliver to Buyers the Interests accompanied by executed stock powers, signature guarantees, and any other documents relating thereto on behalf of such Seller; (c) to execute and deliver all actions ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and make any decisions other documents required or permitted to be taken by Seller Representative pursuant to this Agreement or given in connection with the Promissory Notes, including the exercise consummation of the power to:transactions contemplated by this Agreement; (id) to receive funds and give receipt for funds including in respect of the Purchase Price for the Interests for such Seller's Interests, to distribute to the Seller their respective share of the Purchase Price for the Interests and to withhold from such funds a contingency reserve for the matters referred to below; (e) to give and receive all notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders communications to be given or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of received under this Agreement and to receive service of process in connection with any Ancillary Document (claims under this Agreement, including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative service of process in complying connection with its duties and obligationsarbitration; and (viiif) to take all actions which under this Agreement may be taken by the Seller Representative and to do or refrain from doing any further act or deed on behalf of such Seller which Seller Representative deems necessary or appropriate in his sole discretion relating to the good faith judgment subject matter of this Agreement as fully and completely as such Seller could do if personally present. If ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ dies or otherwise becomes incapacitated and unable to serve as Seller Representative, ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ shall become Seller Representative. The death or incapacity of any Seller shall not terminate the agency and power of attorney granted hereby 57 to the Seller Representative. The appointment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively deemed coupled with Seller Representative on all matters relating to this Agreement (including Article IX) an Interest and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, irrevocable and on MMA Buyer and any other person may conclusively and absolutely rely, without inquiry, upon any action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of such Seller in all Sellers and shall be finalmatters referred to herein. All actions, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions instructions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence and binding upon all of good faith). The the Sellers and no Seller shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless have any cause of action against Seller Representative from and againstfor any action taken or not taken by Seller Representative in his role as such, compensate it for, reimburse it except for and pay any and all losses, liabilities, claims, actions, damages and expenses, including action or omission taken or made fraudulently or in bad faith with respect to such Seller. All reasonable attorneys’ out-of-pocket fees and disbursements, arising out of expenses (including fees payable to counsel and other professional and brokerage fees) incurred by Seller Representative in connection with performing such function and in connection with its activities as the transactions contemplated hereby and all payments, damages, costs, fees and expenses in connection with any indemnification claim by or other dispute with MMA Buyer under the Agreement shall be paid by each Seller in proportion to his respective Interests and may be deducted by Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or from any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of amounts otherwise payable to any Seller Representative, hereunder. Seller Representative shall reimburse the Sellers the amount may withhold from funds received on behalf of each Seller prior to distribution of such indemnified funds to each Seller any amount which Seller Representative Loss attributable to deems necessary as a reserve for any such gross negligencefees, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally expenses and not jointly (in accordance with their Pro Rata Shares)indemnification claims.

Seller Representative. (a) By approving this Agreement and Seller hereby irrevocably appoints the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and its representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of Seller with respect to the Transactions, and to act on behalf of Seller in any amendment of or litigation involving this Agreement and to do or refrain from doing all such Person further acts and things, and to execute all such documents, as Seller Representative shall deem necessary or appropriate in conjunction with any of the Transactions, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Seller to consummate the Transactions; (ii) to negotiate, execute or deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted in connection with the consummation of the Transactions (it being understood that Seller shall execute and deliver any such document which Seller Representative agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement; (iv) to take all actions that under this Agreement may be taken by the Seller and to do or refrain from doing any further act or deed on behalf of the Seller that Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller could do if personally present; (v) to take all actions in connection with the review, negotiation, dispute and agreement with respect to this Agreement and the Promissory Notes and Closing Purchase Price under Section 1.7; (vi) to take any and all actions and actions, make any and all decisions and determinations (including settlement decisions) and other actions under and pursuant to ARTICLE 6 and the Escrow Agreement (including authorizing the disbursement of funds thereunder); and (vii) any and all actions required or permitted to be taken by the Seller Representative pursuant to under this Agreement or the Promissory Notes, Escrow Agreement with respect to any claims (including the defense and settlement thereof) made by a Purchaser Indemnified Party under Section 6.3 (including the exercise of the power to: to (ix) give and receive notices and communications; authorize the delivery of any or all of the Escrow Fund to a Purchaser Indemnified Party in satisfaction of claims by a Purchaser Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iiiy) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII such claims, and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viiiz) take all actions necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing). Holdings and Buyer Seller shall be entitled to deal exclusively with Seller Representative on bound by all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action such actions taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) . The Seller Representative shall not be liable to the Sellers Seller for actions taken pursuant any error of judgment, or any action taken, suffered or omitted to be taken, in connection with the performance by the Seller Representative of the Seller Representative’s duties or the exercise of its rights under this Agreement or the Promissory NotesEscrow Agreement, except to in the extent such actions shall have been case of its bad faith or willful misconduct, as finally determined by a court of competent jurisdiction to have constituted gross negligence or involved fraudjurisdiction. No bond shall be required of the Seller Representative. The Seller Representative may consult with legal counsel, intentional misconduct or bad faith (independent public accountants and other experts selected by it being understood that and shall not be liable for any act done action taken or omitted pursuant to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Seller Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. Without limiting the generality of the foregoing, the Seller Representative shall have the full power and other professionals authority to interpret all the terms and experts retained by provisions of this Agreement and the Escrow Agreement, and to consent to any amendment hereof or thereof on behalf of Seller and its respective successors and assigns. In all matters relating to the Escrow Fund, the Seller Representative shall be conclusive evidence the only party entitled to assert the rights of the Seller. (b) This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of Seller. This power of attorney may be exercised by Seller Representative with the single signature of Seller Representative acting as attorney-in-fact for Seller. (c) Seller hereby forever releases and discharges Seller Representative from any and all liability which may arise in connection with Seller Representative’s performance in good faith). The Sellers shall severally faith and not jointly (any acts or omissions which Seller Representative takes on behalf of Seller in accordance with their Pro Rata Shares)the terms of this limited power of attorney or otherwise in accordance with this Agreement, indemnify and hold harmless except in the case of bad faith or willful misconduct of Seller Representative. (d) Seller Representative from is authorized to act on behalf of the Seller, and against, compensate it for, reimburse it for and pay Purchaser shall be entitled to rely on any and all lossesaction taken by Seller Representative without any liability to, liabilitiesor obligation to inquire of, claimsthe Seller. Purchaser is expressly authorized to rely on the genuineness of the signature of Seller Representative and, actionsupon receipt of any writing which reasonably appears to have been signed by Seller Representative, damages Purchaser may act upon the same without any further duty of inquiry as to the genuineness of the writing. (e) After the Closing, the Seller Representative may resign at any time by giving thirty (30) days’ notice to Purchaser and expensesthe Seller; provided, including however, that such resignation shall not be effective unless and until a successor Seller Representative has been appointed and accepts such position under the terms hereof and of the Escrow Agreement. In such event, the Seller Representative shall appoint its successor, which successor must be reasonably acceptable (x) to Purchaser and (y) the Seller. After the Closing if the Seller Representative dies or is otherwise unable to perform his obligations under this Agreement or, in the case of a Seller Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the successor Seller Representative shall be selected by Seller, which successor must be reasonably acceptable to Purchaser. The Seller Representative shall have reasonable attorneys’ fees access to the books and disbursementsrecords and other information about the Seller and its assets, arising out business and financial condition and the reasonable assistance of Seller’s officers and employees for purposes of performing its duties and exercising its rights hereunder and under the Escrow Agreement, provided that the Seller Representative shall treat confidentially and not disclose any nonpublic information from or about Seller (except on a need to know basis to individuals who agree to treat such information confidentially) except as appropriate or necessary in any litigation, arbitration or other proceeding by or against it in connection with its activities as Seller Representative under this Agreement and or the Promissory Notes (Escrow Agreement or the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Transactions.

Seller Representative. (a) By approving this Agreement Each Seller hereby appoints, authorizes and the transactions contemplated hereby, each empowers Seller shall have irrevocably authorized and appointed Dangroup ApS Representative to act as the initial Seller Representative. The Seller Representative will act as such Person’s representative representative, exclusive agent and attorney-in-fact for the benefit of Sellers in connection with, and to act on behalf facilitate the consummation of, the transactions contemplated hereby, in each case, which shall include the power and authority: (i) to execute and deliver any Other Transaction Agreement (with such modifications or changes therein as to which Seller Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as Seller Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and any Other Transaction Agreement as Seller Representative, in its sole discretion, may deem necessary or desirable; (iii) to enforce and protect the rights and interests of such Person with respect Sellers under or relating to this Agreement and the Promissory Notes any Other Transaction Agreement, and to take any and all actions that Seller Representative believes are necessary or appropriate hereunder for and make on behalf of Sellers, including asserting or pursuing any decisions Claim against Parent, Buyer or their Representatives, in each case, to the extent such Claims are permitted hereunder, compromising or settling any such Claims, conducting negotiations with Parent, Buyer and their Representatives regarding such Claims and, in connection therewith, to (A) assert or institute any Claim, (B) investigate, defend, contest or litigate any Claim initiated by a Party, its Affiliates or any other Person, or by any federal, state or local Governmental Entity against Seller Representative, any of Sellers and receive process on behalf of any Seller in any such Claim or investigation and compromise or settle on such terms as Seller Representative shall determine to be appropriate, and give receipts, releases and discharges related to, any such Claim or investigation, (C) file any proofs of debt, claims and petitions as Seller Representative may deem advisable or necessary and (D) file and prosecute appeals from any Order rendered in any such Claim or investigation, it being understood that Seller Representative shall not have any obligation to take any such actions and shall not have any liability for any failure to take any such actions; (iv) to receive or provide any notice or communication hereunder and under any Other Transaction Agreement; (v) to refrain from enforcing any right of any Seller under or relating to this Agreement or any Other Transaction Agreement; provided, however, that no such failure to act on the part of Seller Representative, except as otherwise provided herein, shall be deemed a waiver of any such right or interest by Seller Representative or Sellers, unless such waiver is made under Section 8.3; and (vi) to make, execute, acknowledge and deliver all such other Contracts, agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement or any Other Transaction Agreement. (b) Seller Representative shall be entitled to reimbursement from each Seller for such Seller’s Pro Rata Share of Seller Representative’s out-of-pocket fees, costs and expenses incurred in the performance of his duties as Seller Representative under this Agreement or any Other Transaction Agreement. In connection with this Agreement and any Other Transaction Agreement, and in exercising or failing to exercise all or any of the powers conferred on Seller Representative hereunder, Seller Representative shall incur no responsibility or liability whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or any Other Transaction Agreement. Sellers shall indemnify, defend and hold harmless Seller Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) related to Seller Representative’s execution and delivery of, performance of its covenants and agreements under or the exercise of its rights or duties hereunder and any agreements ancillary hereto, in each case, as such Representative Loss is suffered or incurred. In no event shall Seller Representative be required to advance its own funds on behalf of any Seller. (c) Parent, Buyer and their Affiliates shall have the right to rely upon all actions taken or permitted omitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Other Transaction Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections such actions or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer omissions shall be entitled to deal exclusively with Seller Representative legally binding on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The appointment and grant of power and authority to Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith hereunder (it being understood that any act done or omitted pursuant to the advice of counsel, accountants i) is coupled with an interest and other professionals and experts retained by Seller Representative shall be conclusive evidence irrevocable and survive bankruptcy or liquidation of good faith). The Sellers any Seller and (ii) shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out survive the consummation of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)transactions contemplated hereby.

Seller Representative. (a) By approving Each Seller (by virtue of its execution and delivery of this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS Agreement) hereby appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇ as the initial Seller Representative. The Seller Representative will act as such Person’s representative agent and attorney-in-fact to act fact, with full power of substitution and re-substitution, as the "Seller Representative" for and on behalf of such Person Seller, to, in accordance with respect to this Agreement and the Promissory Notes Power of Attorney: (i) serve as custodian of the Purchased Securities (as contemplated by Section 6.8); (ii) give and to take receive payments, notices and communications hereunder and under the Seller Closing Documents and any of the other agreements or instruments contemplated hereby; (iii) authorize any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise on behalf of the power to: Sellers related to the payment or allocation of the Holdback Amount and the Contingent Payment, (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iiiiv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII the payment of Contingent Payment, and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with foregoing or implementation of any provision of this Agreement or the Power of Attorney for which the Seller Representative on all matters relating to this Agreement is authorized hereby, thereby or otherwise. (including Article IXb) and shall be entitled to rely conclusively (without further evidence A decision, act, consent or instruction of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Buyer and any other Person may rely upon any such Person. No decision, act, consent or instruction of the Seller shall have Representative as being the right to object todecision, dissent fromact, protest consent or otherwise contest the sameinstruction of each Seller. The provisions of this Section, including the power of attorney granted hereby, Buyer and any other Person (except any Seller) are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by hereby relieved from any act of liability to any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed Person for any reason acts done by them in accordance with any such decision, act, consent or no reason by the vote or written consent of a majority in interest instruction of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iiic) In the event that the Seller Representative is unable or unwilling to serve as such, the Sellers shall, within five (5) business days following notice of the deathsuch inability or unwillingness, incapacity, resignation or removal of appoint a successor Seller Representative, a new Seller Representative which person shall be appointed by the vote or written consent a resident of the Majority Holders. (iv) Notice United States of such vote or a copy America, in accordance with the Power of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the SellersAttorney. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted hereunder as the Seller Representative unless it is proved by clear and convincing evidence that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to Sellers or the Put/Call Holders or undertaken with reckless disregard to the best interests of the Sellers or Put/Call Holders. Except as provided in this Section 12.4(d), the Sellers and the Put/Call Holders (as provided in Section 9(d) of the Put and Call Agreement) shall, severally and pro rata to the number of shares of the capital stock of the Company to be sold or subject to sale by them to the Buyer pursuant to the advice terms of counsel, accountants this Agreement and other professionals the Put and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares)Call Agreement, indemnify and hold harmless the Seller Representative harmless from and againstagainst any loss, compensate it for, reimburse it for liability or expense incurred on the part of the Seller Representative and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and or in connection with its activities as the acceptance or administration of the Seller Representative under this Agreement Representative's duties hereunder, including the reasonable fees and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or expenses of any portion thereof was primarily caused legal counsel retained by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving this Agreement and Each Seller hereby appoints the transactions contemplated herebySeller Representative, each Seller shall have irrevocably authorized and appointed Dangroup ApS to serve as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person the Sellers with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to matters expressly set forth in this Agreement or the Promissory Notes, including the exercise any of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders Ancillary Documents to be performed by any one or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment more of the foregoingSellers. Holdings and Buyer shall be entitled to deal exclusively with the Seller Representative on all matters relating to this Agreement (including Article IX) or any of the other Ancillary Documents, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller Sellers by the Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller Sellers by Seller Representative, as being fully binding upon such Personall Sellers. Notices or communications to or from the Seller Representative shall constitute notice to or from each of the all Sellers. Any decision or action by the Seller Representative hereunder, including any agreement between the Seller Representative and the Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller the Sellers and the Sellers shall have the no right to object to, dissent from, protest or otherwise contest the same. The provisions of this SectionSection 10.01, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, Seller or by operation of Law. For the avoidance of doubt, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided and notwithstanding anything to the contrary in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, howeverAgreement, in no event circumstance shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent held personally liable to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest any party hereto with respect to any action, decision of his duties or determination to be made by the Seller Representative, the obligations as Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for or any actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)hereunder.

Seller Representative. (a) By approving this Agreement and Each Seller hereby irrevocably appoints the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Original Seller Representative will act as such PersonSeller’s representative and representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transactions contemplated by this Agreement, including the transfer of the Acquired Shares set forth on Exhibit B attached hereto next to such Seller’s name to Purchaser, in accordance with the terms and provisions of this Agreement and to act on behalf of such Person with respect to Seller in any amendment of or litigation or arbitration involving this Agreement and the Promissory Notes to do or refrain from doing all such further acts and things, including in connection with any indemnification matters pursuant to ARTICLE IX, and to execute all such documents, as such Seller Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all actions ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and make any decisions other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Seller shall execute and deliver any such documents which the Seller Representative agrees to execute); (iii) to terminate this Agreement if Sellers are entitled to do so in accordance with the terms and provisions of this Agreement; (iv) to give and receive all notices and communications to be given or received by such Seller under this Agreement and to receive service of process on behalf of such Seller in connection with any claims under this Agreement, including service of process in connection with arbitration; (v) to take all actions under this Agreement which may be taken by such Seller and to do or refrain from doing any further act or deed on behalf of such Seller which the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Seller could do if personally present; and (vi) to act for such Seller with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of such Seller any indemnification claim by or against such Seller. (b) Provided that the Seller Representative uses commercially reasonable efforts to distribute all amounts received by it hereunder to Sellers in accordance with the terms and conditions of this Agreement, the Seller Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in bad faith or by willful breach or gross negligence. The Seller Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). In no event shall Purchaser or the Company or any of their Affiliates, have any liability to any Seller for any action taken or omission to act by the Seller Representative. (c) Sellers agree, severally but not jointly, to indemnify (on a pro rata basis based upon such Seller’s Proportional Share) the Seller Representative for, and to hold the Seller Representative harmless against, any loss, liability or expense incurred without willful breach, gross negligence or bad faith on the part of the Seller Representative, arising out of or in connection with the Seller Representative’s carrying out its duties under this Agreement, including costs and expenses of successfully defending the Seller Representative against any claim of liability with respect thereto. The Seller Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of such counsel. The Seller Representative shall not be entitled to any fees, commissions or other compensation for acting as the Seller Representative. (d) If the Original Seller Representative resigns in writing as Seller Representative or otherwise becomes unable to serve as Seller Representative, a majority of Sellers may designate as a successor Seller Representative any other Person with the prior written consent of Purchaser (the “Successor Seller Representative”). If for any reason no Successor Seller Representative has been appointed within thirty (30) days of such resignation or inability to serve by the Original Seller Representative, then any Seller or Purchaser shall have the right to petition a court of competent jurisdiction for appointment of a Successor Seller Representative. Upon written acceptance by such Successor Seller Representative to serve as Seller Representative, such Successor Seller Representative shall thereupon succeed to and become vested with all of the powers and duties and obligations of the Original Seller Representative without further act. Notwithstanding any replacement of the Original Seller Representative hereunder, the provisions of this Section 10.16 shall continue in effect for the benefit of the Original Stockholder Representative with respect to all actions taken or omitted to be taken by it while acting as Stockholder Representative. (e) Purchaser shall have the right to rely upon all actions taken or omitted to be taken by the Seller Representative pursuant to this Agreement or Agreement, all of which actions and omissions shall be legally binding upon Sellers. No party hereunder shall have any cause of action against Purchaser to the Promissory Notes, including the exercise extent Purchaser has relied upon decisions and actions of the power to:Seller Representative. (f) The grant of authority to the Seller Representative provided for in this Section 10.16, (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and is coupled with an interest and shall not be terminated by any act irrevocable and survive the death, incompetency, bankruptcy or liquidation of any one or of Sellers, or by operation of Law, whether by death or other eventand (ii) shall survive the Closing. (bg) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest All of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); providedindemnities, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer immunities and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties powers granted to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and shall survive the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith Closing and/or termination of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)this Agreement.

Seller Representative. (a) By approving their execution of this Agreement and the transactions contemplated herebytransfer and delivery of their Certificates, each and/or their acceptance of any consideration pursuant to this Agreement the Sellers hereby irrevocably (subject only to Section 1.6(d)) appoint the Seller shall have irrevocably authorized and appointed Dangroup ApS Representative as the initial Seller Representative. The Seller Representative will act as such Person’s representative and representative, attorney-in-fact to act on behalf and agent of such Person the Sellers in connection with respect to the transactions contemplated by this Agreement and the Promissory Notes Escrow Agreement and to take in any and all actions and make any decisions required litigation or permitted to be taken by Seller Representative pursuant to arbitration involving this Agreement or the Promissory NotesEscrow Agreement. In connection therewith, including the exercise of Seller Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Seller Representative shall deem necessary or appropriate, and shall have the power and authority to: (i) give and receive notices and communicationsact for some or all of the Sellers with regard to all matters pertaining to this Agreement or the Escrow Agreement; (ii) act for the Sellers to transact matters of litigation with regard to all matters pertaining to this Agreement or the Escrow Agreement; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, including delivering any update to or correction, amendment or modification of the Closing Date Allocation Schedule permitted by Section 1.8(a); (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing, on behalf of the Sellers, any further act or deed that the Seller Representative deems necessary or appropriate in the Seller Representative’s discretion relating to the subject matter of this Agreement or the Escrow Agreement, in each case as fully and completely as the Sellers could do if personally present; (vi) give and receive all notices required to be given or received by the Sellers under this Agreement or the Escrow Agreement; (vii) give any written direction to the Escrow Agent on behalf of any Seller; (viii) agree to, negotiate, enter into settlements and compromises of, and and/or comply with arbitration awards and court orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by the Buyer pursuant to under Article VII and Article IX;V; and (ivix) litigate, arbitrate, resolve, settle or compromise receive service of process in connection with any claim for indemnification pursuant to Article VII and Article IX;claims under this Agreement and/or the Escrow Agreement. (vb) execute All decisions and deliver all documents necessary or desirable actions of the Seller Representative on behalf of the Sellers shall be deemed to carry out the intent be facts ascertainable outside of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on binding upon all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller RepresentativeSellers, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No no Seller shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties for the Sellers on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Seller Representative believes to be in the best interest of the Sellers. If the The Seller Representative has a personal conflict is authorized to act on behalf of interest with respect to the Sellers notwithstanding any action, decision dispute or determination to be made by disagreement among the Sellers. In taking any action as Seller Representative, the Seller Representative must notify may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any Person whom the Sellers. (d) Seller Representative reasonably believes to be authorized thereunto. The Seller Representative may, in all questions arising hereunder, rely on the advice of counsel, and the Seller Representative shall not be liable to any Seller for anything done, omitted or suffered in good faith by the Seller Representative based on such advice. The Seller Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller Representative. The Seller Representative shall not have any liability to any of the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by hereunder as Seller Representative while acting in good faith. The Seller Representative shall be conclusive evidence indemnified by the Sellers from and against any loss, liability or expense incurred in good faith on the part of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless the Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and or in connection with its activities as the acceptance or administration of the Seller Representative’s duties hereunder. (d) In the event the Seller Representative becomes unable to perform the Seller Representative’s responsibilities hereunder or resigns from such position, the Sellers (acting by a written instrument signed by Sellers who held, as of immediately prior to the Closing, a majority (by voting power) of the then outstanding Company Shares) shall select another representative to fill the vacancy of the Seller Representative, and such substituted representative shall be deemed to be the Seller Representative for all purposes of this Agreement. The Seller Representative may be removed only upon delivery of written notice to the Buyer signed by Sellers who, as of immediately prior to the Closing, held a majority (by voting power) of the then outstanding Company Shares; provided that no such removal shall be effective until such time as a successor Seller Representative shall have been validly appointed hereunder. Any substituted representative shall provide the Buyer prompt written notice of any such representative, including his, her or its identity and address. (e) For all purposes of this Agreement: (i) the Buyer shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to the settlement of any disputes or claims under this Agreement and or the Promissory Notes (the “Representative Losses”)Escrow Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused other actions required or permitted to be taken by the gross negligenceSeller Representative hereunder, fraud, intentional misconduct and no party hereunder or bad faith any Seller shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Seller Representative; (ii) the provisions of this Section 1.6 are independent and severable, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable are irrevocable (subject only to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses Section 1.6(d)) and coupled with an interest and shall be satisfied from enforceable notwithstanding any rights or remedies that any Seller may have in connection with the Sellerstransactions contemplated by this Agreement; and (iii) the provisions of this Section 1.6 shall be binding upon the executors, severally heirs, legal representatives, personal representatives, successor trustees and not jointly (successors of each Seller, and any references in accordance with their Pro Rata Shares)this Agreement to a Seller shall mean and include the successors to the rights of each applicable Seller hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

Seller Representative. (a) By approving this Agreement Each Company Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇, in the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS capacity as the initial Seller Representative. The Seller Representative will act , as such Person’s representative the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person with respect to under the terms and provisions of this Agreement and the Promissory Notes Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to take any do or refrain from doing all such further acts and things, and to execute all actions and make any decisions required or permitted to be taken by such documents on behalf of such Person, if any, as the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions will deem necessary or appropriate in connection with any of the good faith judgment of transactions contemplated under the Seller Representative for the accomplishment of the foregoing. Holdings Documents, including: (i) controlling and Buyer shall be entitled making any determinations with respect to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) whether any Triggering Events have occurred and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported Earnout Shares are to be executed issued under Section 1.13; (ii) terminating, amending or waiving on behalf of such Person any provision of any Seller by Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Seller Representative, and on any other action taken or purported to will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller by Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as being fully binding upon the Seller Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders in accordance with their Pro Rata Share or Earnout Pro Rata Portion, as applicable; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. Notices or communications to or from All decisions and actions by the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunderRepresentative, including any agreement between the Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunderSPAC Representative, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, Section 10.18 are irrevocable and coupled with an interest interest. The Seller Representative ▇▇▇▇▇▇ accepts its appointment and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventauthorization as the Seller Representative under this Agreement. (b) The Any other Person, including the SPAC Representative, Pubco, SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The the acts of the Company Shareholders under any Seller Representative may resign at any time. (ii) Documents. The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller SPAC Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to BuyerPubco, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer SPAC and the Target Company shall be entitled to rely conclusively on the instructions and decisions and actions of the prior Seller Representative as described to (i) the settlement of any disputes with respect to whether the Triggering Events have occurred pursuant to Section 1.13; (ii) any payment instructions provided by the Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC, the Company for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The SPAC Representative, Pubco, SPAC, the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Seller Representative Document shall be made to the Seller Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Seller Representative (except for a notice under Section 10.1(a10.18(d) aboveof the replacement of the Seller Representative). (c) The Seller Representative shall will act as a fiduciary with fiduciary duties to for the Sellers. If Company Shareholders on all of the matters set forth in this Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made in the best interest of the Company Shareholders, but the Seller Representative will not be responsible to the Company Shareholders for any Losses that any Company Shareholder may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, Pubco shall jointly and severally with the Company Shareholders indemnify, defend and hold the Seller Representative harmless from and against any and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative, . In no event shall the Seller Representative must notify the Sellers. (d) in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable to for any act done or omitted under any Seller Representative Document as the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional Seller Representative while acting in good faith and without willful misconduct or bad faith (it being understood that gross negligence, and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative counsel shall be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and againstengage, compensate it forat the reasonable cost and expense of the Company prior to the Closing, reimburse it for and pay any the Company and all lossesPubco following the Closing, liabilitiesattorneys, claimsaccountants, actionsinvestment bankers, damages advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, including reasonable attorneys’ fees as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement Section 10.18 shall survive the Closing and continue indefinitely. (d) If the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Sellers Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the amount Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, Pubco and the SPAC in writing of the identity of such indemnified Representative Loss attributable to successor. Any such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses successor so appointed shall be satisfied from become the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)“Seller Representative” for purposes of this Agreement.

Seller Representative. (a) By approving Each Seller hereby appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as his, her or its representative to receive and provide notices under this Agreement Agreement, whether from the Purchaser or otherwise, and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representativeincluding any notice relating to indemnification or payments or disputes arising hereunder. The Seller Representative will shall have the authority, both prior to and after the Closing Date, to, subject to the terms of this Agreement, make all decisions regarding any and all matters related to this Agreement, including, but not limited to, resolution of claims for Indemnity Losses, receipt of any funds due Sellers and, subject to the terms of this Agreement, decisions related to the Lower Presidio/St. Helens Projects, claims and/or litigation or arbitration including, but not limited to, pursuing, settling or compromising all such clams, litigation or arbitration. (b) The Seller Representative may be changed by a majority vote of the Sellers from time to time. In determining the outcome of the vote, Sellers shall have the number of votes corresponding to their percentage ownership of the Company immediately prior to the closing of this transaction. The change shall be effective upon written notice to Purchaser signed by at least a majority of the Sellers. (c) The Seller Representative has the unrestricted right, power, authority and capacity to act for and bind each Seller as such Person’s representative and their attorney-in-fact to act on behalf with power of such Person attorney with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) Agreement, the Note and shall be entitled to rely conclusively (without further evidence any Related Agreement, and any decision, act, consent or instruction of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Seller Representative, and on including but not limited to an amendment, extension or waiver of this Agreement, the Note or any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunderRelated Agreement, shall constitute a decision or action of all the Sellers and shall be final, binding and conclusive upon each such Personthe Sellers. No Seller Said appointment shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and be considered as coupled with an interest and shall not be terminated by irrevocable until all performance and obligations under this Agreement, the Note, and the Related Agreements have been fulfilled. The Purchaser may rely upon any act of any one such decision, act, consent or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest instruction of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to being the decision, act, consent or instruction of the Sellers. If Purchaser shall be obligated to communicate and negotiate with the Seller Representative has a personal conflict of interest with respect to any action, decision or determination all matters reserved to be made by the Seller Representative, the Seller Representative must notify the Sellerspursuant to this Section 10.16. (d) The Seller Representative shall not have any liability for any action taken or suffered by him or omitted hereunder as Seller Representative while acting in good faith in the absence of gross negligence. The Seller Representative may, in all questions arising hereunder, rely on the advice of counsel and the Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement anything done, omitted or suffered in good faith in the Promissory Notes, except to the extent such actions shall have been determined by a court absence of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to by the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith)based on such advice. The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from undertakes to perform such duties and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and only such duties as are specifically set forth in connection with its activities as Seller Representative under this Agreement and no implied covenants or obligations shall be read into this Agreement against the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving Each Seller hereby constitutes and appoints OneBeacon LLC to act as its representative for all purposes under this Agreement and the transactions contemplated herebyAncillary Agreements (OneBeacon LLC, each Seller shall have irrevocably authorized and appointed Dangroup ApS as in such capacity, the initial “Seller Representative. The ”), and the Seller Representative will act hereby accepts such appointment. Each Seller hereby irrevocably constitutes and appoints, with full power of substitution, the Seller Representative as such Person’s representative its true and lawful attorney-in-fact to act on behalf of fact, with full power and authority in such Person with respect to this Agreement and the Promissory Notes and Seller’s name, to take any and all actions and make any decisions required or permitted to be taken by hereunder or under the Ancillary Agreements, and to otherwise act on behalf of, and to bind, each Seller Representative pursuant to for all purposes under this Agreement or under the Promissory NotesAncillary Agreements, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for the receipt of proceeds or any other receivables hereunder, administering any indemnification made by Buyer pursuant matter on behalf of Sellers, including agreeing to Article VII the settlement of any indemnification matter and Article IX; (iv) litigate, arbitrate, resolve, settle otherwise handling and negotiating indemnification matters. Each Seller acknowledges that this Section 11.8 is intended to promote the efficient negotiation and handling of matters arising under or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of in connection with this Agreement and the Ancillary Agreements. Buyer will be entitled to rely upon, without independent investigation, any Ancillary Document (including act, notice, instruction or communication from the Promissory Notes); (vi) make Seller Representative on behalf of Sellers and will not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Seller Representative. Without limiting the generality of the foregoing, each Seller hereby irrevocably constitutes and appoints, with full power of substitution, the Seller Representative as its true and lawful attorney-in-fact, with full power and authority in such Seller’s name, place and stead, to execute, certify, acknowledge, deliver, file and record all elections or decisions contemplated by this Agreement agreements, certificates, instruments and other documents and any Ancillary Document (including amendment thereto, and take any other action which the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions deems necessary or appropriate in connection with Sellers’ or the good faith judgment Seller Representative’s obligations under this Agreement and the Ancillary Agreements. The appointment of the Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall by each Seller as such Person’s attorney-in-fact will be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported deemed to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act will survive the bankruptcy or dissolution of any one or Sellers, or by operation Seller giving such power. The arrangements between Sellers and the Seller Representative set forth in this Section 11.8 are made in consideration of Law, whether by death or other eventthe Seller Representative’s acceptance of its appointment as the Seller Representative. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of that the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative becomes unable to perform its responsibilities hereunder, Sellers shall promptly select another representative to fill such vacancy and such substituted representative shall be appointed by deemed to be the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later for all purposes of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer this Agreement and the Target Company shall be entitled to rely on Ancillary Agreements and the decisions document delivered pursuant hereto and actions of the prior Seller Representative as described in Section 10.1(a) abovethereto. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If All actions, decisions and instructions of the Seller Representative has a personal conflict in accordance with the power and authority granted to it under the terms of interest with respect this Agreement and the Ancillary Agreements will be conclusive and binding upon all Sellers and will be deemed authorized, approved, ratified and confirmed by Sellers, having the same force and effect as if performed pursuant to the direct authorization of such Sellers, and no Seller will have any actioncause of action against the Seller Representative for any action taken, decision made or determination to be made instruction given by the Seller Representative, Representative under this Agreement or under the Seller Representative must notify the SellersAncillary Agreements. (d) The Seller Representative shall not provisions of this Section 11.8 will be liable to binding upon the Sellers for actions taken pursuant to legal representatives, and successors of each Seller, and any references in this Agreement or to a Seller will mean and include the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable successors to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Person’s rights hereunder.

Seller Representative. (a) By approving Each Seller hereby appoints Seller Representative under and pursuant to the terms of this Agreement and the transactions contemplated hereby, each Agreement. Seller Representative shall have irrevocably authorized and appointed Dangroup ApS not be compensated for his services as the initial Seller Representative. The , provided, however, that Seller Representative will act shall be entitled to reimbursement for all fees, costs and expenses incurred by Seller Representative in discharging his duties in accordance with Section 12.1(b). Seller Representative is hereby vested with the full power, authority, duty and responsibility to represent the interests of Sellers as such Person’s representative set forth in this Agreement, including the full power and attorney-in-fact authority to act on behalf of such Person with respect to this Agreement and the Promissory Notes and to take settle any and all claim by a Purchaser Indemnitee against Sellers. All actions and make any decisions required or permitted to be taken by Seller Representative pursuant to shall be binding upon Sellers, their successors, heirs, Representatives and assigns as if expressly confirmed and ratified in writing by each of them. Seller Representative shall not be personally liable for any actions or decisions taken or made in good faith in managing or discharging his duties and responsibilities in accordance with the terms of this Agreement or the Promissory NotesEscrow Agreement. In discharging his duties and responsibilities, Seller Representative shall have all rights and powers necessary and incident to the proper discharge thereof, including the exercise of the right and power to: (i) give to engage and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders pay for professional or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise services. Each Seller hereby waives any claim against Purchaser or any Purchaser Indemnitee for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out any action thereby in reliance upon the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment authority of Seller Representative for the accomplishment of the foregoing. Holdings (and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent hereby indemnify and severable, are irrevocable hold harmless Purchaser and coupled with an interest and shall not be terminated any Purchaser Indemnitee for any Damages resulting from any such claim brought by any act of any one or Sellers, or by operation of Law, whether by death or other eventsuch Seller). (b) The All reasonable fees and expenses (including attorneys’ fees and other professional fees) incurred by Seller Representative in connection with the performance of his duties under this Agreement and the Escrow Agreement shall be reimbursed by Sellers on a pro rata basis. In the event Seller Representative is entitled to reimbursement, Seller Representative shall first make a written demand upon Sellers for payment of their pro rata portion of such fees and expenses. In the event Seller Representative is not reimbursed by Sellers within fifteen (15) Business Days of such demand, Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason pay such fees and expenses by deducting the vote or written consent full amount of such fees and expenses from the Escrow Amount otherwise payable to Sellers on a majority in interest pro rata basis upon termination of the Sellers according Escrow Account or, prior to each Seller’s Pro Rata Share (the “Majority Holders”); providedtermination, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely from any interest earned on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) aboveEscrow Amount. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence each Seller’s agent for service of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and process in connection with its activities as Seller Representative any dispute or claim arising under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Collateral Agreement.

Seller Representative. (a) By approving this Agreement Each Seller hereby authorizes, directs and appoints TD Properties, LLC (the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial “Seller Representative. The Seller Representative will ”) to act as such Person’s representative sole and exclusive agent, attorney-in-fact to act on behalf and representative of such Person each Seller with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required matters arising under, in connection with or permitted to be taken by Seller Representative pursuant relating to this Agreement or the Promissory NotesAgreement, including the exercise of the power to: including, without limitation, (i) give determining, giving and receive receiving notices and communications; processes under this Agreement, (ii) agree to, negotiate, enter into settlements performing the rights and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect duties expressly assigned to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between and (iii) taking all actions and incurring all expenses as Seller Representative shall reasonably deem necessary or prudent in connection with any of the foregoing, all on such terms and Buyer in such manner as he deems appropriate in Seller Representative’s sole and absolute discretion. Any such actions taken, exercises of rights, power or Holdings relating to the defenseauthority, payment and any decision, determination, waiver, amendment or settlement of any claims for indemnification hereunderagreement made by Seller Representative consistent herewith, shall constitute a decision be absolutely and irrevocably binding on each Seller as if such Seller personally had taken such action, exercised such rights, power or action of all Sellers authority or made such decision, determination, waiver, amendment or agreement in such Seller’s individual capacity, and shall be final, binding and conclusive upon each such Person. No no Seller shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions Any action required to be taken by a Seller hereunder or any such action which a Seller, at his, her or its election, has the right to take hereunder, shall be taken only and exclusively by Seller Representative and no Seller acting on his own shall be entitled to take any such action; provided that Seller Representative shall not have the authority to: (1) change the obligations of any Seller under Article VII of this SectionAgreement; (2) change the definition of Pro Rata Share or the manner in which it is calculated; (3) amend or modify this Agreement (including pursuant to Section 8.09) if the effect of such amendment or modification affects a Seller (other than Seller Representative) adversely; or (4) waive this Agreement (including pursuant to Section 8.09), including unless the power affect of attorney granted hereby, are independent such waiver affects each Seller proportionately and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventin the same manner. (b) The appointment of Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person or Persons to represent such Seller with regard to the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal Agreement. The appointment of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) aboveattorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. (c) The Seller Representative shall act as a fiduciary with fiduciary duties hereby accepts the foregoing appointment and agrees to serve in such capacity, subject to the Sellers. If provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Sellers of reasonable out-of-pocket expenses incurred by Seller Representative has a personal conflict in his capacity as such. Each Seller hereby waives all actual or potential conflicts of interest with respect to any action, decision or determination to be made by the arising out of Seller Representative, the ’s activities or authority as Seller Representative must notify and his relationships with the SellersCompany, Buyer or any of their respective affiliates (whether before or after the Closing), whether as an employee, consultant, agent, director, officer, manager, equity Seller or other representative. (d) The Notwithstanding anything to the contrary contained in this Agreement, Seller Representative shall have no liabilities, duties or responsibilities to the Sellers except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against Seller Representative. Seller Representative shall not be liable to any of the Sellers for any decisions made or actions taken pursuant or omitted to be taken by Seller Representative in good faith and believed by Seller Representative to be authorized by, or within the rights or powers conferred upon it by, this Agreement or the Promissory Notes, (except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted for Seller Representative’s gross negligence or involved fraudwillful misconduct), intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay against any and all lossesadverse consequences arising out of actions taken or omitted to be taken pursuant to the provisions of this Section 5.05 and such other provisions of this Agreement as may be applicable (except in the case of the gross negligence or willful misconduct by such Seller Representative), liabilitiesincluding the reasonable fees of attorneys, accountants and other advisors and all costs and expenses of investigation and defense of claims. The several liability of each Seller under this Section 5.05(d) will be pro rata in accordance with the Pro Rata Share. (e) Each of Buyer, the Company and their respective Affiliates (i) shall be fully protected in relying upon and shall be entitled to rely upon, and shall have no liability to the Sellers with respect to, agreements, actions, damages decisions and expenses, including reasonable attorneys’ fees and disbursements, arising out determinations of and Seller Representative in connection with its activities as this Agreement, and (ii) shall be entitled to assume that all agreements, actions, decisions and determinations of Seller Representative under in connection with this Agreement are fully authorized by and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith binding upon all of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving Sellers irrevocably make, constitute and initially appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the “Seller Representative”) as their true and lawful attorney-in-fact with full power of substitution to do on behalf of Sellers any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement and the transactions contemplated herebyother Transaction Documents, including: (i) receiving and disbursing payments to be made under this Agreement or the Transaction Documents; (ii) receiving notices and communications pursuant to this Agreement and the other Transaction Documents; (iii) administering this Agreement and the other Transaction Documents, including the resolution of any disputes or claims; (iv) making determinations to settle any dispute as to the calculation of the Purchase Price; (v) resolving, settling or compromising claims for indemnification asserted against Sellers pursuant to Article 8; (vi) agreeing to waivers of conditions and obligations under this Agreement and the other Transaction Documents; and (vii) asserting claims for indemnification under Article 8 and resolving, settling or compromising any such claim. (b) If the Seller Representative is of the opinion that Seller Representative requires further authorization or advice from Sellers on any matters concerning this Agreement, the Seller Representative is entitled to seek such further authorization from Sellers prior to acting on their behalf. In such event and on any other matter requiring or permitting Sellers to vote in this Section 5.9, each Seller shall will have irrevocably authorized a number of votes equal to the Shares owned by that Seller immediately prior to Closing and appointed Dangroup ApS the authorization of a majority of such Shares will be binding on all Sellers and will constitute authorization by all Sellers. (c) Buyer will be fully protected in dealing with the Seller Representative with respect to this Agreement, the other Transaction Documents and the transactions contemplated by it and them and may rely upon the authority of the Seller Representative to act as the initial agent of Sellers for all purposes under this Agreement, the other Transaction Documents and the transactions contemplated by it and them. Any payment by Buyer to the Seller RepresentativeRepresentative under this Agreement or any other Transaction Document will be considered a payment by Buyer to Sellers. The appointment of the Seller Representative is coupled with an interest and will be irrevocable by any Seller in any manner or for any reason. This power of attorney will not be affected by the disability or incapacity of the principal pursuant to any applicable Legal Requirement. The Seller Representative will act as such Person’s representative and attorney-in-fact have no individual liability to act on behalf of such Person with respect to Buyer under this Agreement and arising from his, her or its actions as the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iiid) In If at any time there is more than one Person appointed to serve as the event of the death, incapacity, resignation or removal of Seller Representative, any act of the Seller Representative will require the act of a majority of the Seller Representatives which will be binding upon all the Sellers and the Seller Representatives, and upon such act by a majority of the Seller Representatives, Buyer will, in reliance on such act, be entitled to all benefits and protections of Section 5.9(c) as though such act were the unanimous act of all the Seller Representatives. Any Seller Representative may resign as the Seller Representative at any time by written notice delivered to the other Sellers and to Buyer. If at any time there is no Person acting as the Seller Representative for any reason, Sellers will promptly designate a new Person to act as the Seller Representative shall be appointed by and notify Buyer in writing of such determination. Following the vote or written consent of time that Buyer is notified that the Majority HoldersSeller Representative has resigned and until such time as a new Person is designated to act as the Seller Representative as provided in this Agreement and Buyer is so notified in writing, Sellers will collectively act as the Seller Representative, with decisions made in the manner specified in Section 5.9(b). (ive) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyeracknowledges having carefully read and understands this Section 5.9, accepts such appointment and designation, and promises to be effective upon act in the later of capacity as the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in compliance with and conformance to the provisions of this Section 10.1(a) above5.9. (cf) The Seller Representative shall will not be liable to any Party for any error of judgment or any act done or action taken or omitted by Seller Representative in good faith or for any mistake in fact or Law, or for anything that Seller Representative may do or refrain from doing in connection with this Agreement or the other Transaction Documents, except for Seller Representative’s own willful misconduct. The Seller Representative may seek the advice of legal counsel in the event of any dispute or question as a fiduciary with fiduciary duties to the Sellers. If construction of any of the provisions of this Agreement or the other Transaction Documents or Seller Representative’s duties under this Agreement or the Transaction Documents, and Seller Representative has a personal conflict of interest will incur no liability to Sellers and will be fully protected with respect to any actionaction taken, decision omitted or determination to be made suffered by Seller Representative in good faith in accordance with the opinion of such counsel. (g) Any expenses incurred by the Seller Representative in connection with the performance of Seller Representative’s duties under this Agreement (including any fees and expenses of legal counsel retained by the Seller Representative, ) will not be the personal obligations of the Seller Representative must notify but will be payable and will be promptly paid or reimbursed first from the Sellers. (d) The Seller Representative shall not be liable to the Holdback Funds and thereafter by Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by on a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants joint and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)several basis.

Seller Representative. (a) By approving this Agreement Each Seller, by delivery of a Letter of Transmittal, on behalf of itself and the transactions contemplated herebyits successors and assigns, each Seller shall have hereby irrevocably authorized constitutes and appointed Dangroup ApS appoints ▇▇▇▇ ▇▇▇▇, in its capacity as the initial Seller Representative. The Seller Representative will act , as such Person’s representative the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person with respect to under the terms and provisions of this Agreement and the Promissory Notes Ancillary Documents to which the Seller Representative is a party, as the same may be from time to time amended, and to take any do or refrain from doing all such further acts and things, and to execute all actions and make any decisions required or permitted to be taken by such documents on behalf of such Person, if any, as the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions will deem necessary or appropriate in connection with any of the good faith judgment transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative for the accomplishment of the foregoing. Holdings is a party, including: (i) managing, controlling, defending and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed settling on behalf of an Indemnitor any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.16; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller by Representative is a party (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Representative, and on any other action taken or purported to will be taken in the same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller by Representative is a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as being fully binding upon the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Sellers under this Agreement and to distribute the same to the Sellers in accordance with their Pro Rata Share; and (ix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. Notices or communications to or from All decisions and actions by the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunderRepresentative, including any agreement between the Seller Representative and Buyer the Purchaser Representative, Purchaser, Pubco or Holdings any other Indemnitee relating to the defense, payment defense or settlement of any claims for indemnification hereunderwhich an Indemnitor may be required to indemnify an Indemnitee pursuant to Article VI, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller and their respective successors and assigns, and neither they nor any other Party shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, Section 10.15 are irrevocable and coupled with an interest interest. The Seller Representative ▇▇▇▇▇▇ accepts its appointment and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventauthorization as the Seller Representative under this Agreement. (b) The Any other Person, including the Purchaser Representative, Pubco, Purchaser, the Company and the Indemnitees and the Indemnitors may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest acts of the Sellers according hereunder or any Ancillary Document to each Seller’s Pro Rata Share (which the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed is a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller party. The Purchaser Representative, a new Seller Representative shall be appointed by Pubco, Purchaser, the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer Company and the Target Company each Indemnitee and Indemnitor shall be entitled to rely conclusively on the instructions and decisions and actions of the prior Seller Representative as described to (i) the settlement of any indemnification claims by an Indemnitee pursuant to Article VI, (ii) any payment instructions provided by the Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no TABLE OF CONTENTS​ Seller nor any Indemnitor shall have any cause of action against the Purchaser Representative, Pubco, Purchaser, the Company or any other Indemnitee for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The Purchaser Representative, Pubco, Purchaser, the Company and the other Indemnitees shall not have any Liability to any Seller or other Indemnitor for any allocation or distribution among the Sellers by the Seller Representative of payments or issuances made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to a Seller under this Agreement or any Ancillary Document to which the Seller Representative is a party shall be made to the Seller Representative for the benefit of such Seller, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Seller with respect thereto. All notices or other communications required to be made or delivered by a Seller shall be made by the Seller Representative (except for a notice under Section 10.1(a10.15(d) aboveof the replacement of the Seller Representative). (c) The Seller Representative shall will act as a fiduciary with fiduciary duties to for the Sellers. If Sellers on all of the matters set forth in this Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made in the best interest of the Sellers, but the Seller Representative will not be responsible to the Sellers for any Losses that the Sellers or other Indemnitors may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. The Sellers, by delivery of Letters of Transmittal, will jointly and severally indemnify, defend and hold the Seller Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Seller Representative’s duties under this Agreement or any Ancillary Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative, except for any liability arising out of the bad faith, gross negligence or willful misconduct of the Seller Representative. In no event shall the Seller Representative must notify the Sellers. (d) in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable to the Sellers for actions taken pursuant to any act done or omitted under this Agreement or any Ancillary Document as the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional Seller Representative while acting in good faith and without willful misconduct or bad faith (it being understood that gross negligence, and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative counsel shall be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and againstengage, compensate it forat the reasonable cost and expense of the Sellers, reimburse it for attorneys, accountants, investment bankers, advisors, consultants and pay any clerical personnel and all lossesobtain such other professional and expert assistance, liabilities, claims, actions, damages maintain such records and incur other reasonable out-of-pocket expenses, including reasonable attorneys’ fees as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement Section 10.15 shall survive the Closing and continue indefinitely. (d) If the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Sellers, then the Sellers shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the amount Sellers holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser Representative, Pubco and ▇▇▇▇▇▇▇▇▇ in writing of the identity of such indemnified Representative Loss attributable to successor. Any such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses successor so appointed shall be satisfied from become the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)“Seller Representative” for purposes of this Agreement.

Seller Representative. (a) By approving the execution and delivery of this Agreement and the transactions contemplated herebyAgreement, each Seller shall have of the Sellers hereby irrevocably authorized constitutes and appointed Dangroup ApS appoints Harbour Group IV Management Co., L.L.C., a Delaware limited liability company and general partner of the Partnership, as the initial Seller Representative. The Seller Representative will act as such Person’s representative true and lawful agent and attorney-in-fact (the "Seller Representative") of the Sellers with full power of substitution to act in the name, place and stead of the Sellers with respect to this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby as the Seller Representative may deem appropriate, including, without limitation, the transfer of the Stock and the Options owned by the Sellers to the Buyer in accordance with the terms and provisions of this Agreement, and to act on behalf of the Sellers in any litigation or arbitration involving this Agreement or the Escrow Agreement, do or refrain from doing all such Person further acts and things, and execute all such documents as the Seller Representative shall deem necessary or appropriate in connection with respect to the transactions contemplated by this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory NotesEscrow Agreement, including the exercise of the power topower: (i) give to act for the Sellers with regard to matters pertaining to the determination of the Closing Adjustment and receive notices pertaining to the indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of the Sellers and communicationsto transact matters of litigation; (ii) agree toto execute and deliver all ancillary agreements, negotiate, enter into settlements certificates and compromises of, documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement and comply with orders or otherwise handle any other matters described in Section 2.5the Escrow Agreement; (iii) agree toto receive funds and give receipts for funds, negotiate, enter into settlements and compromises of, and comply with orders including in respect of courts with respect any adjustments to claims for indemnification made by Buyer pursuant to Article VII and Article IXthe Purchase Price or any amounts distributed under the Escrow Agreement; (iv) litigate, arbitrate, resolve, settle to do or compromise refrain from doing any claim for indemnification pursuant further act or deed on behalf of the Sellers that the Seller Representative deems necessary or appropriate in its sole discretion relating to Article VII the subject matter of this Agreement or the Escrow Agreement as fully and Article IX;completely as the Sellers could do if personally present; and (v) execute and deliver all documents necessary or desirable to carry out the intent receive service of process in connection with any claims under this Agreement and any Ancillary Document (including or the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment Escrow Agreement. The appointment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and deemed coupled with an interest and shall not be terminated by irrevocable, and the Buyer and any act other Person may conclusively and absolutely rely, without inquiry, upon any action of any one or Sellers, or by operation of Law, whether by death or other event. (b) The the Seller Representative may in all matters referred to herein. All notices required to be removed, etc. as provided in this Section 11.1(b). (i) The made or delivered by the Buyer to the Sellers shall be made to the Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest benefit of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, and shall discharge in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event full all notice requirements of the death, incapacity, resignation or removal of Seller Representative, a new Buyer to the Sellers with respect thereto. The Sellers hereby confirm all that the Seller Representative shall do or cause to be appointed done by virtue of its appointment as the vote or written consent Seller Representative of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) Sellers. The Seller Representative shall act as a fiduciary with fiduciary duties to for the Sellers. If Sellers on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made by in the Seller Representativebest interest of the Sellers and consistent with the obligations under this Agreement and the Escrow Agreement, but the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable responsible to the Sellers for actions taken pursuant to any loss or damages the Sellers may suffer by the performance by the Seller Representative of its duties under this Agreement or the Promissory NotesEscrow Agreement, except to other than loss or damage arising from willful violation of the extent such actions shall have been determined law by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative duties under this Agreement and or the Promissory Notes (the “Representative Losses”)Escrow Agreement. If any individual Sellers should die or become incapacitated, in each case as if any trust or estate should terminate or if any other such Representative Loss is suffered or incurred; providedevent should occur, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused action taken by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative pursuant to this Section 9.8 shall reimburse be valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Sellers Seller Representative or the amount Buyer shall have received notice of such indemnified Representative Loss attributable to such gross negligencedeath, fraudincapacity, intentional misconduct termination or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)other event.

Seller Representative. (a) By approving virtue of the execution and delivery of this Agreement and the transactions contemplated herebyAgreement, each Seller shall have irrevocably authorized Serra Verde Rare Earths Ltd. is hereby constituted and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act and, in such capacity, as such Person’s representative the representative, true and lawful attorney-in-fact to act on behalf and agent of the Company Shareholders, acting for each Company Shareholder in such Person with respect to this Agreement Company Shareholder’s name, place and the Promissory Notes and to take stead, in any and all actions capacities to do and make any decisions required perform every act and thing required, permitted, necessary or permitted desirable to be taken done in connection with the transactions contemplated by Seller Representative pursuant the Transaction Documents, as fully to this Agreement all intents and purposes as such Company Shareholder might or the Promissory Notescould do in person, including the exercise of the power to: (i) give take any and receive notices all actions (including executing and communicationsdelivering any documents, incurring any costs and expenses on behalf of the Company Shareholders) and make any and all determinations which may be required or permitted in connection with the post-Closing implementation of this Agreement and related agreements and the transactions contemplated hereby and thereby; (ii) agree to, negotiate, enter into settlements give notices and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5communications thereunder; (iii) agree to, negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes with Merger Sub and Parent arising out of or in respect of the Transaction Documents; provided that the Seller Representative shall consult with the Company Shareholders holding a majority of the outstanding Shares as of immediately prior to the Closing prior to entering into (and shall not enter into settlements and compromises of, and comply with orders without the prior written consent of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IXsuch Company Shareholders holding a majority of the Pro Rata Shares) any settlement that would impose non-monetary obligations on any Company Shareholder or would result in any Company Shareholder receiving consideration materially different from other Company Shareholders on a Pro Rata Share basis; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant receive all notices under the Transaction Documents and promptly forward copies of such material notices to Article VII and Article IXthe Company Shareholders; (v) execute retain legal counsel, accountants, consultants and deliver other experts, and incur any other reasonable expenses, in connection with all documents matters and things set forth or necessary or desirable with respect to carry out the intent of this Agreement Transaction Documents and any Ancillary Document (including the Promissory Notes);transactions contemplated hereby and thereby; and (vi) to make all elections any other decision or decisions contemplated by this Agreement election or exercise such rights, power and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) authority as are incidental to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative; provided that, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representativewhile exercising such authority, as being fully binding upon such Person. Notices or communications to or from the Seller Representative shall constitute notice act in good faith in a manner reasonably believed to or from each be in the best interest of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventCompany Shareholders. (b) The Upon execution of this Agreement, upon any delivery by the Seller Representative may be removedof any waiver, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason amendment, agreement, opinion, certificate or no reason other document executed by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new each Company Shareholder shall, subject to the terms of this Section 10.20, be bound by such documents as fully as if such Company Shareholder had executed and delivered such documents, and the Seller Representative shall be appointed by is authorized to provide the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyerforegoing on their behalf; provided, that until any such notice is receivedwaiver or amendment of this Agreement or any other Transaction Document, Buyer if material to the rights and the Target Company shall be entitled to rely on the decisions and actions obligations of the prior Company Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner (proportionally based on their respective Pro Rata Shares) with respect to all of the Company Shareholders unless otherwise agreed by each of the Company Shareholders who is subject to any disparate treatment of a potentially material and adverse nature. The Seller Representative as described in Section 10.1(a) aboveshall provide the Company Shareholders with written notice of any such waiver or amendment promptly following its execution. (c) The Seller Representative shall act as a fiduciary In connection with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict performance of interest with respect to any action, decision or determination to be made by the Seller Representative’s rights and obligations hereunder, the Seller Representative must notify shall have the Sellersright at any time and from time to time to select and engage, at the reasonable cost and expense of the Company Shareholders (but subject to the limitations set forth in Section 10.20(d) below), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable and documented out-of-pocket expenses, as the Seller Representative may deem reasonably necessary or desirable from time to time; provided the Seller Representative shall use reasonable best efforts to keep the Company Shareholders reasonably informed of any material costs and expenses incurred in connection with the performance of the Seller Representative’s duties hereunder. (d) The Seller Representative shall not be liable to the Sellers have any Liability for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant hereunder as Seller Representative except any such act done or omitted in bad faith or that constitutes willful misconduct or intentional fraud (as opposed to constructive fraud, equitable, imputed, implied, promissory or statutory fraud or any fraud premised on negligence or recklessness). The Company Shareholders shall severally (based on their Pro Rata Share), but not jointly and severally, indemnify the advice Seller Representative and hold it harmless against any Loss, Liability or expense incurred without willful misconduct, gross negligence, bad faith or fraud on the part of counselthe Seller Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, accountants including any reasonable and documented out-of-pocket costs and expenses and legal fees and other professionals and experts retained legal costs incurred by the Seller Representative. Except in the case of fraud, in no event shall the Seller Representative be liable hereunder or in connection herewith for any indirect, punitive, exemplary, special, incidental or consequential damages. The Seller Representative shall be conclusive evidence fully protected against the Company Shareholders in relying upon any written notice, demand, certificate or document that it in good faith reasonably believes to be genuine, including facsimiles or copies thereof. No bond shall be required of good faith)the Seller Representative. The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless appointment of the Seller Representative from will be deemed coupled with an interest and againstwill be irrevocable. By virtue of the execution of this Agreement, compensate it foreach Company Shareholder agrees that such agency, reimburse it for proxy and pay any power of attorney are coupled with an interest, and all lossesare therefore irrevocable without the consent of the Seller Representative and shall survive the death, liabilitiesincapacity, claimsor bankruptcy of such Company Shareholder. The provisions of this Section 10.20 shall be binding upon the executors, actionsheirs, damages legal representatives, personal representatives, successor trustees and expensessuccessors of each Company Shareholder. All of the indemnities, including reasonable attorneys’ fees immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement and shall survive the Promissory Notes Closing. Notwithstanding the foregoing, nothing in this Section 10.20(d) shall limit the liability of the Seller Representative to any Company Shareholder for acts or omissions constituting willful misconduct, gross negligence or bad faith. (e) Upon the “death, disability, incapacity or resignation of the Seller Representative Losses”appointed pursuant to Section 10.20(a), in each case of the Company Shareholders acknowledges and agrees that such Person as such Representative Loss is suffered or incurredappointed by the Company Shareholders who held a majority of the outstanding Shares immediately prior to the Closing shall be the Seller Representative; provided, that no change in the event Seller Representative shall be effective prior to the delivery to Parent of written notice thereof from the Company Shareholders who held a majority of the Shares immediately prior to the Closing. The Seller Representative may resign at any time; provided, that it is finally adjudicated that a must provide the Company Shareholders at least thirty (30) days’ prior written notice of such decision to resign. The Seller Representative Loss or any portion thereof was primarily caused shall not receive compensation for service in such capacity. Each successor Seller Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the gross negligence, fraud, intentional misconduct or bad faith of original Seller Representative, and the term “Seller Representative” as used herein shall be deemed to include any such successor Seller Representative. (f) Any and all actions taken or not taken, exercises of rights, power or authority and any decision or determination made by the Seller Representative, in good faith and within the scope of the authority granted to Seller Representative in this Section 10.20, in connection herewith shall reimburse be absolutely and irrevocably binding upon the Sellers Company Shareholders as if such Person had taken such action, exercised such rights, power or authority or made such decision or determination in its individual capacity, and Parent and Merger Sub may rely upon such action, exercise of right, power, or authority or such decision or determination of the amount Seller Representative as the action, exercise, right, power, or authority, or decision or determination of such indemnified Person, and no Company Shareholder shall have the right to object, dissent, protest or otherwise contest the same. Parent and Merger Sub are each hereby relieved from any liability to any Person for any acts done by the Seller Representative Loss attributable to such gross negligence, fraud, intentional misconduct and any acts done by Parent or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (Merger Sub in accordance with their Pro Rata Shares)any decision, act, consent or instruction of the Seller Representative in accordance with this Section 10.20; provided that Parent and Merger Sub shall not be relieved of any liability for acts taken in knowing contravention of the express terms of this Agreement.

Seller Representative. 19.1 The Sellers and the Warrantors hereby appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to act as the agent of the Sellers and the Warrantors with full power to: (a) By approving without limitation, resolve all questions and disputes concerning:- (i) adjustment of the Purchase Price pursuant to Schedules 9 and 10; (ii) any Claims or indemnities; (iii) the release of funds from the Working Capital Retention Account and the Escrow Retention Account; (iv) to sign all necessary documentation and to negotiate and/or settle any disputes, Claims or indemnities and deal with any other matter howsoever arising in connection with this Agreement agreement and the transactions contemplated herebyhereby except in respect of a Claim relating to clause 10 or the Warranties contained in paragraphs 1, each Seller shall have irrevocably authorized 2.2 and appointed Dangroup ApS 2.6 of Schedule 5; and (v) appoint, instruct and pay professional advisers including by the use of funds in the Working Capital Retention Account and/or the Escrow Retention Account as the initial Seller Representative pursuant to clause 4.17 in his sole discretion deems fit; (b) take such actions and execute such documents on the Sellers’ and the Warrantors’ behalf in connection with this agreement and the Escrow Agreement as the Seller Representative, in his or her sole discretion, deems proper; (c) enforce the rights of the Sellers and the Warrantors under this agreement and the other Transaction Documents to which they or any of them are or is a party; and (d) perform all other functions of the Seller Representative under this agreement, the Escrow Agreement and any other Transaction Document which refers thereto. 19.2 The Buyer shall be fully entitled to rely on the acts and agreements of the Seller Representative as the acts and agreements of the Sellers, or the Warrantors, as appropriate. The Buyer shall not be required to inquire with respect to the distribution of any payment made to the Seller Representative will act hereunder or under the Tax Covenant or the Escrow Agreement(s). 19.3 For the purposes of clause 20, other than in respect of claims under clauses 3.2, 10 or 11 of the agreement, or paragraph 1 of Schedule 5, or obligations which relate to title to a particular Seller or Sellers’ shares in the Company under paragraph 2.2 or 2.6 of Schedule 5, notice to the Seller Representative addressed as such Person’s representative set out in clause 20 shall be notice to all the Sellers or all the Warrantors, as the context may require, and attorney-in-fact any notice referred to act in clause 20.3 shall be signed by or on behalf of all of them. Any other notice signed by or on behalf of the Seller Representative shall when served in accordance with clause 20, take effect as a notice given by all the Sellers or all the Warrantors, as the context may require. 19.4 In the event that the Seller Representative resigns or ceases to function in such Person with respect to this Agreement capacity for any reason whatsoever, then the Seller Representative shall, or, failing such appointment, the Sellers and the Promissory Notes Warrantors shall, appoint a successor located in England and upon notifying the Buyer of such appointment, such successor shall become the Seller Representative for all purposes hereunder with full power as the Seller Representative in accordance with his terms of appointment set out above and until such time the Buyer shall be entitled to take assume that his or her predecessor remains the Seller Representative for all purposes hereunder unless the predecessor has died or is incapacitated. If a Seller Representative dies or is incapacitated or becomes at any time located outside England, the Sellers’ address for service under clause 20 for the purposes of clause 19.3 shall be that of the Sellers’ Solicitors’ at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, London EC2V 7NG or such other address in London as may be notified to the Buyer from time to time for this purpose. Items served at this address must be marked for the personal attention of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇. 19.5 The Sellers (except the Seller Representative):- 19.5.1 jointly and severally undertake to indemnify and keep indemnified the Seller Representative fully against all actions actions, claims, losses, demands, costs, expenses, damages or liabilities (including without limitation all legal and make other professional costs and expenses and any decisions required costs and expenses incurred in enforcing this indemnity) which the Seller Representative suffers sustains or permitted to be taken by incurs as a result of his appointment as Seller Representative pursuant to this Agreement clause or the Promissory Notes, including the exercise as a result of the power to: any action taken by him (ior as a result of him refraining from taking any action) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by in his capacity as Seller Representative, and on any other action taken or purported to be taken on behalf including without limitation in respect of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each fulfilment of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities his obligations as Seller Representative under this Agreement agreement and the Promissory Notes (Transaction Documents; 19.5.2 undertake to ratify and confirm whatever the “Seller Representative Losses”), does or purports to do in each case good faith in his role as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, ; 19.5.3 undertake not to pursue any claim against the Seller Representative shall reimburse in relation to his conduct as Seller Representative; 19.5.4 hereby waive to the Sellers fullest extent permitted by law any claim any or all of them may at any time have against the amount Seller Representative in his capacity as Seller Representative; and 19.5.5 confirm that the Seller Representative owes them no duty of such indemnified Representative Loss attributable care other than simply to such gross negligence, fraud, intentional misconduct or bad act in good faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving this Agreement Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and the transactions contemplated herebyits successors and assigns, each Seller shall have hereby irrevocably authorized constitutes and appointed Dangroup ApS appoints ▇▇▇▇ ▇▇▇▇▇, in his capacity as the initial Seller Representative. The Seller Representative will act , as such Person’s representative the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person with respect to under the terms and provisions of this Agreement and the Promissory Notes Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to take any do or refrain from doing all such further acts and things, and to execute all actions and make any decisions required or permitted to be taken by such documents on behalf of such Person, if any, as the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions will deem necessary or appropriate in connection with any of the good faith judgment of transactions contemplated under the Seller Representative for Documents, including: (i) controlling and making any determinations with respect to the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement post-Closing Merger Consideration adjustments under Section 1.15; (including Article IXii) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed acting on behalf of such Person under the Extension Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of any Seller by Representative Document (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, and on any other action taken or purported to will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller by Representative Document; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as being fully binding upon the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. Notices or communications to or from All decisions and actions by the Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, Section 10.15 are irrevocable and coupled with an interest interest. The Seller Representative hereby accepts its appointment and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventauthorization as the Seller Representative under this Agreement. (b) The Any other Person, including the Purchaser Representative, the Purchaser and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The the acts of the Company Stockholders under any Seller Representative may resign at any time. (ii) Documents. The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Purchaser Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer Purchaser and the Target Company shall be entitled to rely conclusively on the instructions and decisions and actions of the prior Seller Representative as described to (i) any payment instructions provided by the Seller Representative or (ii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Company Stockholder shall have any cause of action against the Purchaser Representative, the Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. The Purchaser Representative, the Purchaser and the Company shall not have any Liability to any Company Stockholder for any allocation or distribution among the Company Stockholders by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to a Company Stockholder under any Seller Representative Document shall be made to the Seller Representative for the benefit of such Company Stockholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by a Company Stockholder shall be made by the Seller Representative (except for a notice under Section 10.1(a10.15(d) aboveof the replacement of the Seller Representative). (c) The Seller Representative shall will act as a fiduciary with fiduciary duties to for the Sellers. If Company Stockholders on all of the matters set forth in this Agreement in the manner the Seller Representative has a personal conflict of interest with respect to any action, decision or determination believes to be made in the best interest of the Company Stockholders, but the Seller Representative will not be responsible to the Company Stockholders for any losses that any Company Stockholder may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, the Company Stockholders shall jointly and severally indemnify, defend and hold the Seller Representative harmless from and against any and all losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative, . In no event shall the Seller Representative must notify the Sellers. (d) in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable to for any act done or omitted under any Seller Representative Document as the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional Seller Representative while acting in good faith and without willful misconduct or bad faith (it being understood that gross negligence, and any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative counsel shall be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and againstengage, compensate it forat the reasonable cost and expense of the Company Stockholders, reimburse it for attorneys, accountants, investment bankers, advisors, consultants and pay any clerical personnel and all lossesobtain such other professional and expert assistance, liabilities, claims, actions, damages maintain such records and incur other reasonable out-of-pocket expenses, including reasonable attorneys’ fees as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and disbursements, arising out of and in connection with its activities as powers granted to the Seller Representative under this Agreement Section 10.15 shall survive the Closing and continue indefinitely. (d) If the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Sellers Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the amount Company Stockholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within five (5) Business Days after such appointment) notify the Purchaser Representative and the Purchaser in writing of the identity of such indemnified Representative Loss attributable to successor. Any such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses successor so appointed shall be satisfied from become the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)“Seller Representative” for purposes of this Agreement.

Seller Representative. (a) By approving this Agreement and Each Seller irrevocably appoints the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of the Sellers for all purposes under this Agreement, including the sole, exclusive and full power and authority to act on such Person with respect Seller’s behalf: (i) to consummate the transactions contemplated by this Agreement Agreement; (ii) to negotiate disputes arising under, or relating to, this Agreement; (iii) to receive and disburse to such Seller any funds or the Promissory Notes and Parent Stock received on behalf of the Sellers contemplated by this Agreement; (iv) to take withhold any and all actions and make any decisions required or permitted to be taken by Seller Representative amounts received on behalf of the Sellers pursuant to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Promissory Notes, including Sellers or the exercise Seller Representative in the performance of the power to: (i) give its duties hereunder and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; thereunder; (v) to execute and deliver all documents necessary any amendment or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating waiver to this Agreement (including Article IXwithout the prior approval of the Sellers); and (vi) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported take all other actions to be executed taken by or on behalf of any Seller by Seller Representativethe Sellers in connection with this Agreement and the Transaction Documents; provided that (ii), (iv) and on any other action taken or purported to (v) may only be taken on behalf after consultation with the Sellers. Each Seller further agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller Seller. Except in the event of fraud, all decisions and actions by Seller Representative, as being fully binding upon such Person. Notices or communications to or from the Seller Representative shall constitute notice to or from each be binding upon all of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No no Seller shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. The Seller Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventAgreement. (b) The Each Seller Representative may be removedseverally, etc. as provided for itself only and not jointly, in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each accordance with such Seller’s Pro Rata Share (Percentage, agrees to indemnify and hold harmless the “Majority Holders”); provided, however, in no event shall Seller Representative resign and its Representatives against any and all actions, liabilities, losses, damages, fines, penalties, fees, costs, expenses or be removed without amounts paid in settlement (in each case, including reasonable attorneys’ fees and expenses), whether or not involving a third party, arising as a result of its serving as the Majority Holders having first appointed a new Seller Representative, including those incurred by the Seller Representative who shall assume or the Affiliates of the Seller Representative or any employees, principals, fiduciaries, agents or representatives of the Seller Representative or such duties immediately upon affiliates in connection with the resignation protection, defense, enforcement of any rights, or removal fulfilment of any obligations under this Agreement or any expenses in connection therewith. Any and all payments made by or on behalf of any Seller Representativeunder this Section 11.16(b) will be made free and clear of any present or future taxes, deductions, charges or withholdings and all liabilities with respect thereto. (iiic) Neither the Seller Representative nor any of its Representatives shall incur any liability to any Seller by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting intentional and knowing fraud. The Seller Representative and its Representatives shall have no liability in respect of any Proceeding brought against such Persons by any Seller, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if such Persons took or omitted taking any action in good faith. (d) In the event of that the deathSeller Representative becomes unable or unwilling to continue in its capacity as Seller Representative, incapacity, resignation or removal of if the Seller Representative resigns as the Seller Representative, a new Seller Representative shall be appointed by the vote or written consent majority-in-number of shares of the Majority Holders. Company (ivprior to the Closing) may, by written consent, appoint a new representative as the Seller Representative. Notice of such vote or and a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon representative and bearing the later signatures of a majority-in-number of the date indicated in such consent or Sellers must be delivered to the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company each Seller. (e) The Buyer shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to upon any actionaction or decision of, decision or determination to be made by the Seller Representativeinstruction by, or any document or other paper delivered by, the Seller Representative must notify on behalf of the Sellers. Sellers (d) The without any obligation to inquire into the authority of the Seller Representative or the genuineness or correctness of such document or other paper or any signature of the Seller Representative), and the Buyer shall not be liable to the Sellers any Seller for actions any action taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to be taken by the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (Buyer in accordance such reliance or with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, respect to actions, damages decisions and expenses, including reasonable attorneys’ fees and disbursements, arising out determinations of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving Each of the Sellers, by the execution and delivery of this Agreement and Agreement, hereby appoint the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such PersonSeller’s representative and representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller, to act on behalf of such Person Seller in any amendment of or Action or dispute involving this Agreement, including defending, negotiating, settling or otherwise dealing with claims under Section 1.4 or Article IX hereof or under any other Transaction Documents, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Seller Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including the power to: (i) agree upon or compromise any matter related to the calculation of any adjustments to the purchase price provided under this Agreement; (ii) direct the distribution of the payments to Sellers; (iii) act for the Sellers with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Sellers any indemnification claim made by or against the Sellers, if any, and provide instructions to the Escrow Agent with respect to the funds in the Escrow Accounts; (iv) act for the Sellers with respect to all post-Closing matters; (v) terminate, amend, or waive any provision of this Agreement or any other Transaction Document; provided that any such action, if material to the rights and obligations of the Promissory Notes Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all of the Sellers unless otherwise agreed by each of the Sellers who is subject to any disparate treatment of a potentially adverse nature; (vi) to negotiate, execute and to take any deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and all actions and make any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by this Agreement or any other Transaction Document; (vii) to give and receive all notices and communications to be given or received under this Agreement or any other Transaction Document and to receive service of process in connection with any disputes or claims hereunder or thereunder; (vii) employ and obtain the advice of legal counsel, accountants, and other professional advisors as the Seller Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (ix) incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (x) receive all or any portion of the purchase price and to distribute the same pursuant to the terms of this Agreement; (xi) retain a portion of the purchase price in the Seller Representative Fund as a reserve against the payment of expenses incurred in its capacity as the Seller Representative; (xii) sign any releases or other documents with respect to and dispute or remedy arising under this Agreement or the other Transaction Documents; (xiii) purchase insurance to help cover the Sellers’ obligations under this Agreement or for directors’ and officers’ indemnification to cover claims based on Pre-Closing Periods, and (xiv) do or refrain from doing any further act or deed on behalf of the Sellers which the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as any of the Sellers could do if personally present and acting. Each Seller acknowledges and agrees that upon execution of this Agreement, any delivery by the Seller Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Seller Representative or any decisions made by the Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer 10.16 shall be entitled to deal exclusively with binding on such Seller Representative on all matters relating to this Agreement (including Article IX) as fully as if such Seller had executed and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed delivered such documents or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon made such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventdecisions. (b) In connection with the performance of his rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Sellers, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Seller Representative may deem necessary or desirable from time to time. The Seller Representative may Fund shall be removed, etc. as provided used to reimburse the Seller Representative for its out-of-pocket fees and expenses and to pay other obligations to or of the Seller Representative in connection with this Section 11.1(b). 10.16 or otherwise pursuant to this Agreement, or shall (i) The to the extent not previously distributed by the Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason subject to a claim by the vote or written consent of a majority in interest of Seller Representative) be distributed to the Sellers according to (in accordance with each Seller’s Pro Rata Share (Escrow Share) in such manner, and at such time, as the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without directs. Upon the Majority Holders having first appointed a new delivery of the Seller Representative who Amount to the Seller Representative by Buyer, the Sellers, without act by them, shall assume be treated as having received from Buyer such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event cash in accordance with their respective Escrow Share of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by Amount and then as having deposited such cash into the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) aboveFund. (c) The Seller Representative shall not have any Liability for any act done or omitted hereunder as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict while acting in good faith and in the exercise of interest with respect to any actionreasonable judgment, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that and any act done or omitted pursuant to the advice of counselcounsel shall be conclusive evidence of such good faith. The Sellers shall severally (based on their Escrow Share) indemnify the Seller Representative and hold it harmless against any Loss, accountants Liability or expense incurred without gross negligence or bad faith on the part of the Seller Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other professionals legal costs incurred by the Seller Representative. The Seller Representative shall first use the amounts in the Seller Representative Fund before seeking any amounts directly from the Sellers. In the event that any Seller fails to promptly pay any amounts owed to the Seller Representative hereunder (after depletion of the Seller Representative Fund), the Seller Representative is hereby authorized to direct Buyer and experts retained the Escrow Agent that all or any portion of any amounts otherwise payable to such Seller under this Agreement or the Escrow Agreement be paid to the Seller Representative in satisfaction of Buyer’s or the Escrow Agent’s obligations to make such payment under the terms of this Agreement and the Escrow Agreement, and to the extent such payment is made to the Seller Representative, such Seller shall have no cause of action against Buyer or the Escrow Agent with respect to such Seller’s failure to receive such payment. In no event shall the Seller Representative be liable hereunder or in connection herewith for any indirect, punitive, exemplary, special, incidental or consequential damages. The Seller Representative shall be fully protected against the Sellers in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof. No bond shall be required of the Seller Representative. The Seller Representative shall not receive any compensation for its services hereunder as Seller Representative. (d) By its execution of this Agreement, each Seller agrees, in addition to the foregoing, that: (i) Buyer and any other Buyer Indemnified Person shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to (A) the settlement of any claims for indemnification by Buyer or such Buyer Indemnified Person pursuant to Article IX hereof, or (B) any other actions required or permitted to be taken by the Seller Representative hereunder, and no party hereunder shall have any cause of action against Buyer or such Buyer Indemnified Person for any action taken by Buyer or such Buyer Indemnified Person in reliance upon the instructions or decisions of the Seller Representative; and (ii) all actions, decisions and instructions of the Seller Representative shall be conclusive evidence and binding upon all of good faith). The the Sellers and no Seller shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless have any cause of action against the Seller Representative from and againstfor any action taken, compensate it fordecision made or instruction given by the Seller Representative under this Agreement, reimburse it except for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and gross negligence or bad faith acts by the Seller Representative in connection with its activities the matters described in this Section 10.16. (e) The Seller Representative may resign (upon no less than ten (10) days prior notice to Buyer, the Escrow Agent and each Seller). In the event of the dissolution or termination of existence (or if an individual, the death or permanent disability) of the then Seller Representative, or if the then-acting Seller Representative shall give notice of intent to resign, Sellers with an aggregate Escrow Share of greater than fifty percent (50%), by written notice to Buyer and the Escrow Agent, shall appoint a successor Seller Representative as soon as practicable, and in no event later than ten (10) days following such dissolution, termination of existence, death, permanent disability or notice of intent to resign. In addition, the individual serving as the Seller Representative may be replaced from time to time by Sellers with an aggregate Escrow Share of at least sixty percent (60%) upon not less than ten (10) days prior written notice to Buyer, the Escrow Agent and each Seller. Each successor Seller Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Seller Representative, and the term “Seller Representative” as used herein shall be deemed to include any such successor Seller Representative. (f) The appointment of the Seller Representative will be deemed coupled with an interest and will be irrevocable. Each Seller, by executing this Agreement, agrees that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity, or bankruptcy of such Seller. The provisions of this Section 10.16 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Seller. All of the indemnities, immunities, releases and powers granted to the Seller Representative under this Agreement and shall survive the Promissory Notes Closing. (g) Notwithstanding anything to the “Representative Losses”)contrary contained herein, in each case as such Representative Loss is suffered or incurred; provided, that in the event it that any Seller fails to provide proper payment instructions to Buyer or its Affiliates prior to the time that any payment from Buyer (or such Affiliate) is finally adjudicated due to such Seller (or if there is a requirement under this Agreement to provide payment instructions in advance of such payment, prior to the time that a Representative Loss such instructions are required to be provided), Buyer (or any portion thereof was primarily caused such Affiliate) shall instead make such payment to an account designated by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, who shall hold such amounts for distribution (without interest) to such Seller promptly after the Seller Representative shall reimburse the Sellers the amount of receives proper payment instructions from such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Seller.

Seller Representative. For purposes of this Agreement: (a) By approving ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is hereby appointed as the "Seller Representative" and is hereby granted the full power and authority, on behalf of each Seller and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the transactions contemplated herebydocuments to be executed and delivered in connection herewith, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement including, without limitation, Article VII and the Promissory Notes Ancillary Documents, (ii) execute and to take any deliver and receive deliveries of all actions agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and make any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by Seller Representative pursuant to this Agreement and the Ancillary Documents, (iii) receive service of process in connection with any claims under this Agreement or the Promissory NotesAncillary Documents, including the exercise of the power to: (i) give and receive notices and communications; (iiiv) agree to, to negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree toassume the defense of claims, negotiate, enter into settlements and compromises of, demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions necessary or appropriate in the sole judgment of the Seller Representative for indemnification made by Buyer pursuant to the accomplishment of the foregoing, including, without limitation, taking all such actions as may be necessary under Article VII and Article IX; (iv) litigateVI, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute give and deliver all documents necessary receive notices and communications, (vi) authorize delivery or desirable release to carry out Buyer of funds held in the intent Escrow Account, (vii) receive and disburse funds hereunder to the Sellers in accordance with the terms of this Agreement and any Ancillary Document (including the Promissory Notes); (vischedules and exhibits attached hereto) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to behalf of the Sellers in connection with this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other eventAncillary Documents. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall will not be liable to the Sellers any Seller for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted under this Agreement or any Ancillary Document as Seller Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall counsel will be conclusive evidence of such good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized Resilience is hereby constituted and appointed Dangroup ApS by the Sellers as the initial Seller Representative. The Seller Representative will act as such Person’s representative agent and attorney-in-fact to act for and on behalf of such Person with respect the other Sellers and is the Seller Representative for all purposes under this Agreement. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of each Seller and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the Promissory Notes documents to be executed and delivered by the Sellers in connection herewith, including the Escrow Agreement, and to take any agree to such amendment, modifications or changes thereto as the Seller Representative in its sole discretion determines to be desirable, (ii) execute and deliver and receive deliveries of all actions agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and make any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by Seller Representative pursuant to this Agreement or the Promissory NotesAgreement, including the exercise Escrow Agreement, (iii) receive service of process in connection with any claims under this Agreement, the power to: Escrow Agreement, (i) give and receive notices and communications; (iiiv) agree to, negotiate, negotiate and enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises assume the defense of, claims, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to claims such claims, and take all actions necessary or appropriate in the judgment of the Seller Representative for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigatethe accomplishment of the foregoing, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute give and deliver all documents necessary or desirable to carry out the intent of this Agreement receive notices and any Ancillary Document (including the Promissory Notes); communications, (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of the Seller Representative on behalf of the Sellers in connection with this Agreement, (vii) make any determinations and settle any matters in connection with the adjustments to the Purchase Price in Section 2.3, (viii) authorize (in accordance with this Agreement and the Escrow Agreement) delivery to Buyer and to any Buyer Indemnitee of the Escrow Funds or any portion thereof in satisfaction of claims, (ix) distribute (in accordance with this Agreement and the Escrow Agreement) the Escrow Funds and any earning proceeds thereon and (x) deduct, hold back or redirect any funds, including the Escrow Agreement and the Holdback Amount, which may be payable to any Seller pursuant to the terms of this Agreement or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, (A) any amount that may be payable by such Seller hereunder or (B) any costs, fees, expenses and other liabilities incurred by the Seller Representative (in its capacity as such) in connection with this Agreement or its rights or obligations hereunder. (b) Such agency may be changed by Resilience from time to time upon not less than five (5) days’ prior written notice to Buyer. The Seller Representative, or any successor hereafter appointed, may resign at any time by written notice to Buyer; provided that such resignation shall only be effective upon the appointment of a successor Seller Representative pursuant to this Section 10.1(b) and the assumption by it of the Seller Representative’s obligations under this Agreement. A successor Seller Representative shall be named by Resilience. All power, authority, rights and privileges conferred in this Agreement to Resilience as the Seller Representative shall apply to any successor Seller Representative. (c) The Seller Representative shall not be liable for any act done or omitted under this Agreement as the Seller Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel shall be conclusive evidence of such good faith. Buyer agrees that it shall not look to the personal assets of the Seller Representative, acting in such capacity, for the accomplishment satisfaction of any obligations to be performed by the Company (pre-Closing) or the Sellers. In performing any of its duties under this Agreement or any agreements or documents executed and delivered in connection herewith, the Seller Representative shall not be liable to the Sellers for any Losses that any Person may incur as a result of any act, or failure to act, by the Seller Representative under this Agreement or any agreements or documents executed and delivered in connection herewith, and the Seller Representative shall be indemnified and held harmless by the Sellers for all Losses, except to the extent that the actions or omissions of the foregoingSeller Representative were taken or omitted not in good faith. Holdings The limitation of liability provisions of this Section 10.1(c) shall survive the termination of this Agreement and the resignation of the Seller Representative. Notwithstanding any other provision in this Agreement, in no event shall the Seller Representative be relieved of any liability in the case of (i) fraud by the Seller Representative, (ii) an act of bad faith by the Seller Representative giving rise to, or a willful and intentional, breach by the Seller Representative of its obligations under this Agreement, or (iii) a breach by the Seller Representative of its obligations pursuant to Section 2.3(e)(i) (in which case Buyer shall be entitled to deal exclusively with all rights and remedies available at law or in equity against the Seller Representative on all matters relating to this Agreement and the Sellers). (including Article IXd) and shall be entitled to rely conclusively (without further evidence A decision, act, consent or instruction of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Seller Representative, and on any other action taken or purported including an amendment of this Agreement pursuant to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunderSection 10.8, shall constitute a decision or action of all of the Sellers and shall be final, binding and conclusive upon each such Personthe Sellers. No Seller The Escrow Agent, Buyer and, following the Closing, the Company shall have the right to object rely upon all actions taken or omitted to be taken by the Seller Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be final, binding and conclusive upon the Sellers. Neither Buyer nor, following the Closing, the Company or any of the Subsidiaries shall have any liability to any of the Sellers for any failure by the Seller Representative to deliver amounts paid to the Seller Representative on behalf of the Sellers in accordance with this Agreement or any acts or omission taken or not taken by any other Persons at the direction of the Seller Representative. (e) Each Seller acknowledges and agrees that the Seller Representative shall be entitled to, dissent fromand shall retain, protest in an account the Holdback Account the Holdback Amount, which represents the amount of cash set aside from the Purchase Price proceeds pursuant to Article II for the payment of any (a) costs, fees, expenses and liabilities incurred by the Seller Representative in connection with this Agreement, the Escrow Agreement and its obligations hereunder and thereunder and (b) other amounts or otherwise contest obligations of the same. The provisions Sellers as agreed upon by the Sellers, to be held by the Seller Representative in the Holdback Account in accordance with the terms and conditions of this Section, including the power Agreement. (f) The grant of attorney granted hereby, are independent and severable, are irrevocable and authority provided for herein (i) is coupled with an interest and shall not be terminated by any act irrevocable and survive the death, incompetency, bankruptcy or liquidation of any one or SellersSeller, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. and (ii) The Seller Representative may be removed for any reason or no reason by shall survive the vote or written consent of a majority in interest consummation of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representativetransactions contemplated by this Agreement. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving Each Seller designates ▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Seller Representative”) as his or her representative for purposes of this Agreement. The Sellers and their respective successors shall be bound by any and all actions taken by the Seller Representative on their behalf under or otherwise relating to this Agreement and the other documents contemplated hereby and the transactions contemplated herebyhereunder and thereunder as if such actions were expressly ratified and confirmed by each of them in writing. In the event any Seller Representative is unable or unwilling to serve or shall resign, each a successor Seller Representative shall have irrevocably authorized be selected by the Sellers holding a majority of the shares of Company Common Stock outstanding immediately prior to the Closing. A Seller Representative may not resign, except upon 30 days prior written notice to Buyer. In the event of a notice of proposed resignation, or any death, disability or other replacement of a Seller Representative, a successor shall be appointed effective immediately thereafter (and, in the case of a death of a Seller Representative, the successor shall be deemed to be the executor or other representative of such Seller Representative’s estate) and appointed Dangroup ApS as Buyer shall be notified promptly of such appointment by the initial successor Seller Representative. No resignation, nor any other replacement, of any Seller Representative is effective against the Buyer until selection of a successor and prior written notice to the Buyer of such selection (such consent not to be unreasonably withheld). Each successor Seller Representative shall have all the power, rights, authority and privileges hereby conferred upon the original Seller Representative. (b) The Buyer shall be entitled to rely upon any actions, communication or writings taken, given or executed by the Seller Representative on behalf of the Sellers. All communications or writings to be sent to the Sellers pursuant to this Agreement may be addressed to the Seller Representative and any communication or writing so sent shall be deemed notice to all of the Sellers hereunder. The Sellers consent and agree that the Seller Representative is authorized to accept deliveries, including any notice, on behalf of each Seller pursuant hereto. (c) The Seller Representative will act as such Person’s representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Seller, with full power of substitution in such Seller’s name and on such Seller’s behalf to act on behalf according to the terms of such Person with respect to this Agreement and the Promissory Notes other documents contemplated hereby in the absolute discretion of the Seller Representative; and in general to do all things and to take any perform all acts including, without limitation, executing and delivering all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notesagreements, including the exercise of the power to: (i) give and receive certificates, receipts, instructions, notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply other instruments contemplated by or deemed advisable in connection with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (the other documents contemplated hereby, including without limitation Article IX hereof. This power of attorney and all authority hereby conferred is granted subject to the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment interest of the foregoing. Holdings other Sellers hereunder and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) in consideration of the mutual covenants and agreements made herein, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or SellersSeller, or by operation of Lawlaw, whether by such Seller’s death or disability or by any other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not hereby acknowledges and agrees to serve as the Seller Representative in accordance with the applicable terms hereof and to be liable to bound by such terms. At Buyer’s request, the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally enter into an agreement in form and not jointly (in accordance with their Pro Rata Shares), indemnify substance reasonably satisfactory to Buyer and hold harmless the Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as which the Seller Representative under this Agreement acknowledges and the Promissory Notes (the “agrees to serve as a Seller Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused and to be bound by the gross negligence, fraud, intentional misconduct or bad faith applicable terms of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)this Agreement.

Seller Representative. (a) By approving Sellers hereby constitute, appoint and empower, effective from and after the date of this Agreement Agreement, Revolution Financial, Inc. as the Seller Representative, for the benefit of Sellers and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative exclusive agent and attorney-in-fact to act on behalf of each Seller, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such Person with respect waivers, consents and amendments under this Agreement and the consummation of the Transaction as the Seller Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Seller Representative, to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the Promissory Notes Transaction, and to take any and all actions which the Seller Representative believes are necessary or appropriate under this Agreement for and make on behalf of Sellers including, consenting to, compromising or settling any decisions required such claims, conducting negotiations with Buyer and its Affiliates regarding such claims, and, in connection therewith, to (A) assert any claim or permitted institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Buyer or any other Person, or by any Governmental Body against the Seller Representative or any of Sellers, and receive process on behalf of any or all Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Seller Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Seller Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Seller Representative shall not have any obligation to take any such actions, and shall not have any Liability for any failure to take any such actions; (iii) to refrain from enforcing any right of Sellers arising out of or under or in any manner relating to this Agreement; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of Sellers in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Purchase Price and the Equity Holdback Amount in accordance with the terms of this Agreement. (b) Parent and Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Seller Representative pursuant to this Agreement Agreement, all of which actions or the Promissory Notes, including the exercise omissions shall be legally binding upon Sellers. (c) The grant of the power to: authority provided for herein (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and is coupled with an interest and shall not be terminated by any act irrevocable and survive the bankruptcy or liquidation of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. and (ii) The Seller Representative may be removed for shall survive the Closing, and any reason or no reason action taken by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each Seller notwithstanding any contrary action of interest with respect to any actionor direction from such Seller, decision except for actions or determination to be made by the Seller Representative, omissions of the Seller Representative must notify the Sellersconstituting willful misconduct. (d) The Seller Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares).

Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act is hereby constituted and appointed as such Person’s representative agent and attorney-in-fact to act for and on behalf of such Person with respect the other the Sellers. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of each Seller and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the Promissory Notes documents to be executed and to take any delivered by the Sellers in connection herewith, including the Escrow Agreement, (ii) execute and deliver and receive deliveries of all actions agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and make any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by Seller Representative pursuant to this Agreement, including the Escrow Agreement, (iii) receive service of process in connection with any claims under this Agreement or the Promissory NotesEscrow Agreement, including (iv) agree to, negotiate and enter into settlements and compromises of, assume the exercise defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the power to: Seller Representative for the accomplishment of the foregoing, (iv) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to behalf of the Sellers in connection with this Agreement and the Escrow Agreement, (including Article IXvii) make any determinations and shall settle any matters in connection with the adjustments to the Purchase Price in Section 2.3 and the Earn-Out Statement in Section 2.4, (viii) authorize delivery to any Buyer Indemnitee of the Escrow Funds or any portion thereof in satisfaction of claims brought by any Buyer Indemnitee for Losses, (ix) distribute the Escrow Funds and any earning and proceeds thereon, and (x) deduct, hold back and/or redirect any funds, including, without limitation, the Holdback Amount, which may be entitled payable to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller pursuant to the terms of this Agreement, the Escrow Agreement or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, (i) any amount that may be payable by such Seller Representativehereunder (including, without limitation, under Section 8.6(i)) or (ii) any costs, fees, expenses and on any other action taken or purported to be taken on behalf of any Seller liabilities incurred by Seller Representative, as being fully binding upon such Person. Notices or communications to or from the Seller Representative shall constitute notice to (in its capacity as such) in connection with this Agreement or from each of the Sellers. Any decision its rights or action by Seller Representative obligations hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) Such agency may be changed by Riverside from time to time upon not less than five (5) days prior written notice to Buyer. The Seller Representative may be removedRepresentative, etc. as provided in this Section 11.1(b). (i) The Seller Representative or any successor hereafter appointed, may resign at any time. (ii) The time by written notice to Buyer. A successor Seller Representative may will be removed for any reason or no reason named by Riverside. All power, authority, rights and privileges conferred in this Agreement to the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of will apply to any successor Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of the Majority Holders. (iv) Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall will not be liable for any act done or omitted under this Agreement as a fiduciary with fiduciary duties Seller Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the Sellersadvice of counsel will be conclusive evidence of such good faith. If Buyer agrees that it will not look to the Seller Representative has a personal conflict assets of interest with respect to any action, decision or determination to be made by the Seller Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Sellers. In performing any of its duties under this Agreement or any agreements or documents executed and delivered in connection herewith, the Seller Representative must notify the Sellers. (d) The Seller Representative shall will not be liable to the Sellers for actions taken pursuant any Losses that such Person may incur as a result of any act, or failure to act, by the Seller Representative under this Agreement or any agreements or documents executed and delivered in connection herewith, and the Promissory NotesSeller Representative will be indemnified and held harmless by the Sellers for all Losses, except to the extent such that the actions shall have been determined by a court or omissions of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done the Seller Representative were taken or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of not in good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out limitation of and in connection with its activities as Seller Representative under liability provisions of this Section 10.1(c) will survive the termination of this Agreement and the Promissory Notes (resignation of the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative. (d) Buyer may rely upon any decision, act, consent or instruction of the Seller Representative shall reimburse as being the Sellers the amount decision, act, consent or instruction of such indemnified Representative Loss attributable every Seller, and Buyer is relieved from any liability to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (any Persons for any acts done by it in accordance with their Pro Rata Shares)such decision, act, consent or instruction of the Seller Representative.

Seller Representative. (a) By approving Sellers irrevocably make, constitute and initially appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. (the “Seller Representative”) as their true and lawful attorney-in-fact with full power of substitution to do on behalf of Sellers any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement and the transactions contemplated herebyother Transaction Documents, including: (i) receiving and disbursing payments to be made under this Agreement or the Transaction Documents; (ii) receiving notices and communications pursuant to this Agreement and the other Transaction Documents; (iii) administering this Agreement and the other Transaction Documents, including the resolution of any disputes or claims; (iv) making determinations to settle any dispute as to the calculation and allocation of the Purchase Price and any component thereof; (v) resolving, settling or compromising claims for indemnification asserted against Sellers pursuant to Article 8; (vi) agreeing to waivers of conditions and obligations under this Agreement and the other Transaction Documents; and (vii) asserting claims for indemnification under Article 8 and resolving, settling or compromising any such claim. (b) If the Seller Representative determines, in his sole discretion, that further authorization by any Sellers is required on any matters concerning this Agreement, the Seller Representative is entitled to seek such further authorization from Sellers prior to acting on their behalf. In such event and on any other matter requiring or permitting Sellers to vote in this Section 5.10, each Seller shall will have irrevocably authorized a number of votes equal to the Shares owned by that Seller immediately prior to Closing and appointed Dangroup ApS the authorization of a majority of such Shares will be binding on all Sellers and will constitute such authorization by all Sellers. (c) Buyer will be fully protected in dealing with the Seller Representative with respect to this Agreement, the other Transaction Documents and the transactions contemplated by it and them and may rely upon the authority of the Seller Representative to act as the initial agent of Sellers for all purposes under this Agreement, the other Transaction Documents and the transactions contemplated by it and them. Any payment by Buyer to the Seller RepresentativeRepresentative under this Agreement or any other Transaction Document will be considered a payment by Buyer to Sellers. The appointment of the Seller Representative is coupled with an interest and will be irrevocable by any Seller in any manner or for any reason. This power of attorney will not be affected by the disability or incapacity of the principal pursuant to any applicable Legal Requirement. The Seller Representative will have no individual liability to Buyer under this Agreement arising from his, her or its actions as the Seller Representative. (d) If at any time there is more than one Person appointed to serve as the Seller Representative, any act of the Seller Representative will require the act of a majority of the Seller Representatives which will be binding upon all the Sellers and the Seller Representatives, and upon such act by a majority of the Seller Representatives, Buyer will, in reliance on such act, be entitled to all benefits and protections of Section 5.10(c) as though such act were the unanimous act of all the Seller Representatives. Any Seller Representative may resign as the Seller Representative at any time by written notice delivered to the other Sellers and to Buyer. If at any time there is no Person acting as the Seller Representative for any reason, Sellers will promptly designate a new Person to act as the Seller Representative and notify Buyer in writing of such Person’s representative determination. Following the time that Buyer is notified that the Seller Representative has resigned and attorney-in-fact until such time as a new Person is designated to act on behalf as the Seller Representative as provided in this Agreement and Buyer is so notified in writing, Sellers will collectively act as the Seller Representative, with decisions made in the manner specified in Section 5.10(b). (e) Seller Representative acknowledges having carefully read and understands this Section 5.10, accepts such appointment and designation, and promises to act in the capacity as the Seller Representative in compliance with and conformance to the provisions of such this Section 5.10. (f) The Seller Representative will not be liable to any Party or other Person for any error of judgment or any act done or action taken or omitted by Seller Representative in good faith or for any mistake in fact or Law, or for anything that Seller Representative may do or refrain from doing in connection with this Agreement or the other Transaction Documents, except for those actions or omissions constituting fraud or willful misconduct. The Seller Representative may seek the advice of legal counsel or other professional advisors in the event of any dispute or question as to the construction of any of the provisions of this Agreement or the other Transaction Documents or Seller Representative’s duties under this Agreement or the Transaction Documents, and Seller Representative will incur no liability to Sellers or any other Person and will be fully protected with respect to any action taken, omitted or suffered by Seller Representative in good faith in accordance with the opinion of such counsel. (g) The fees, costs and expenses of the Seller Representative incurred following the Closing Date, including any fees and expenses reasonably incurred by the Seller Representative in connection with retention or engagement of any legal counsel, accountants, experts (including expert witnesses), consultants and other Representatives, whether involving a claim for indemnification or otherwise, including any fees, costs and expenses of the Accounting Firm hereunder, shall be paid and satisfied first from the Seller Reserve Funds. To the extent the balance of the Seller Reserve Funds is insufficient for any such fees, costs and expenses, such fees, costs and expenses shall be paid by Sellers (jointly and severally in accordance with their respective Share ownership as of immediately prior to the Closing) within five (5) Business Days after delivery of a written request therefor by the Seller Representative (together with reasonable documentation of such fees, costs and expenses). If, at any time, the Seller Representative, in his sole discretion, determines that additional fees, costs and expenses are unlikely to be incurred by the Seller Representative in connection with this Agreement and the Promissory Notes other Transaction Documents, or the transactions contemplated hereby and to take any and all actions and make any decisions required thereby, or permitted to be taken by that surplus amounts are held as Seller Reserve Funds, then the Seller Representative pursuant may release all or any portion of such excess Seller Reserve Funds to Sellers in accordance with the respective percentages set forth on Schedule 8.6 (subject to adjustment to account for any fees, expenses, costs or other amounts remitted from the Seller Reserve Funds solely on behalf of, or otherwise allocable to, any particular Sellers). (h) Sellers shall, jointly and severally (in accordance with their Share ownership immediately prior to the Closing), indemnify and hold harmless the Seller Representative from and against any liabilities, costs, damages, claims or expenses (including attorneys' fees) which may be incurred by the Seller Representative arising out of or relating to the performance of his duties and obligations as Seller Representative under this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described Transaction Document, or under any other document or agreement executed and delivered in Section 2.5; (iii) agree toconnection with the transactions contemplated hereby or thereby, negotiate, enter into settlements and compromises of, and comply with orders except to the extent as the consequence of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle fraud or compromise any claim for indemnification pursuant to Article VII and Article IX; (v) execute and deliver all documents necessary or desirable to carry out willful misconduct on the intent part of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by such Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law, whether by death or other event. (b) The Seller Representative may be removed, etc. as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The Seller Representative may be removed for any Sellers’ Representatives shall not have, by reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event of the death, incapacity, resignation or removal of Seller Representativethis Agreement, a new Seller Representative shall be appointed by the vote or written consent fiduciary relationship in respect of the Majority Holders. (iv) Notice any Seller, except in respect of amounts received on behalf of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Target Company shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 10.1(a) above. (c) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellershereunder. If the Seller Representative has a personal conflict of interest with respect to any action, decision or determination to be made by the Seller Representative, the Seller Representative must notify the Sellers. (d) The Seller Representative shall not be liable to any Seller or other Person for any act or omission by the Seller Representative or any agent employed or engaged by the Seller Representative hereunder or under any other document entered into in connection herewith, except that Seller Representative shall not be relieved of any liability imposed by law for fraud or willful misconduct by the Seller Representative. The Seller Representative shall not be liable to Sellers for actions taken pursuant any apportionment or distribution of payments made by the Seller Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made, shall be to recover from other Sellers any payment in excess of the amount to which they are determined to have been entitled. The Seller Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Transaction Document.

Seller Representative. (a) By approving this Agreement Each Equityholder hereby appoints ▇▇▇▇ ▇▇▇▇▇▇ as its Seller Representative (the “Seller Representative”) and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS ▇▇▇▇ ▇▇▇▇▇▇ accepts such appointment as the initial Seller Representative. . (b) The Seller Representative will act serve as such Person’s representative the agent and attorney-in-fact for the Seller Parties to act facilitate the consummation of the Transactions, and in connection with the activities to be performed on behalf of the Seller Parties under this Agreement and any other related Transaction documents, for the purposes and with the powers and authority set forth in this Section 10.15, which will include the full power and authority: (i) to take such actions and to execute and deliver such amendments, modifications, waivers, terminations and consents in connection with this Agreement and the other Transaction documents and the consummation of the Transactions as the Seller Representative, in his reasonable discretion, deems necessary or desirable to give-effect to intentions of this Agreement and the other Transaction documents; (ii) as the agent and attorney-in-fact of the Seller Parties to enforce and protect the rights and interests of such Seller Parties and to enforce and protect the rights and interests of the Seller Parties arising out of or under or in any manner relating to this Agreement and each other Transaction document and, in connection therewith, to: (A) resolve all questions, disputes, conflicts and controversies concerning (1) the Estimated Purchase Price Calculation Statement and the Final Purchase Price Calculation Statement and (2) indemnification claims pursuant to Article VI of this Agreement; (B) employ such agents, consultants and professionals, delegate authority to their agents, take such actions and execute such documents on behalf of the Seller Parties in connection with this Agreement as the Seller Representative, in his reasonable discretion, deems to be in the best interest of the Seller Parties; (C) investigate, defend, contest or litigate any action initiated by an Acquiror Indemnified Party, or any other Person, against a Seller Party, and receive process on behalf of any or all Seller Parties in any such claim, action or investigation and compromise or settle on such terms as the Seller Representative determines to be appropriate, give receipts, releases and discharges on behalf of the Seller Parties with respect to any such claim, action or investigation; (D) file any proofs, debts, claims and petitions as the Seller Representative may deem advisable or necessary; (E) settle or compromise any indemnification claim (pursuant to the terms of this Agreement) asserted under Article VI of this Agreement; (F) assume, on behalf of the Seller Parties, the defense of any indemnification claim (pursuant to the terms of this Agreement) that is the basis of any claim asserted under Article VI of this Agreement; (G) file and prosecute appeals from any decision, judgment or award related to any of the foregoing indemnification claims, actions or investigations, or others arising in connection with this Agreement it being understood that the Seller Representative will not have any obligation to take any such actions, and will not have liability for any failure to take any such action; (iii) to enforce payment of any other amounts payable to the Seller Parties in each case on behalf of such Person with respect Seller Parties, in the name of the Seller Representative; (iv) to waive or refrain from enforcing any right of the Seller Parties arising out of or under or in any manner relating to this Agreement or any other Transaction document; (v) to make, execute, acknowledge and the Promissory Notes deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all actions action that the Seller Representative, in his sole and make any decisions required absolute direction, considers necessary or permitted proper or convenient in connection with or to be taken by carry out the activities described above in paragraphs (i) through (iv) and the Transactions; (vi) to receive payments from Acquiror, other than payment of the Closing Date Companies Purchase Price, on behalf of and for the Seller Representative pursuant Parties and disbursing such payments to the Sellers in accordance with this Agreement or the Promissory Notes, including the exercise of the power to: (i) give and receive notices and communicationsSeller Parties’ interests; (iivii) agree toto establish an escrow for the payment of joint expenses of the Seller Parties under this Agreement; (viii) to prepare, review, contest, dispute, negotiate, enter into settlements and compromises ofresolve, and comply with orders or otherwise handle any other matters described act in Section 2.5connection with the Estimated Purchase Price Calculation Statement; (iiiix) agree to, to negotiate, enter into settlements and compromises ofsettle, and comply adjust, contest, dispute, resolve or otherwise deal with orders any investigations, audits, reviews, contests, disputes or claims of courts with respect any tax authorities arising out of or related to claims for indemnification made by Buyer pursuant to Article VII and Article IXthe Companies’ or their affiliates’ tax returns or taxes; (ivx) litigateto inspect, arbitratereview, resolveexamine or copy, or authorize representatives to do so, the books or records of the Acquiror, the Companies or their affiliates as permitted by this Agreement; and (xi) collect, compromise, settle, receive, factor or negotiate, or prosecute, defend, settle or compromise any claim for indemnification pursuant legal actions to Article VII and Article IX;collect, any Closing Date Receivables. (vc) execute All decisions, actions, consents, instructions and deliver all documents necessary or desirable to carry out communications by the intent of this Agreement and any Ancillary Document (including the Promissory Notes); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes); (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of be binding upon the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Parties and no Seller Representative and Buyer or Holdings relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller Party shall have the right to object to, dissent from, protest or otherwise contest the same. (d) The Acquiror is entitled to rely exclusively upon all decisions, actions, consents, instructions or communications of the Seller Representative under this Agreement as the decisions, actions, consents, instructions or communications of the Seller Parties. The provisions Acquiror (i) need not be concerned with the authority of the Seller Representative to act on behalf of the Seller Parties appointing such Seller Representative, (ii) will not be held liable or accountable in any matter for any action taken in accordance with any decision, action, consent, instruction or communication of the Seller Representative and (iii) will not be held liable or accountable in any manner for any act or omission of the Seller Representative in such capacity. (e) Each Seller Party makes, constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇ such Person’s true and lawful attorney-in-fact for and in such Person’s name, place, and stead and for its use and benefit, to prepare, execute, certify, acknowledge, swear to, file, deliver or record any and all agreements, instruments or other documents, and to take any and all actions, that are within the scope and authority of the Seller Representative provided for in this Section, including the power Section 10.15. The grant of attorney granted hereby, are independent and severable, are irrevocable and authority provided for in this Section 10.15 is coupled with an interest and shall not be terminated by any act is being granted, in part, as an inducement to the parties to enter into this Agreement and is irrevocable and will survive the death, incompetency, bankruptcy or liquidation of any one or Sellers, or by operation of Law, whether by death or other eventSeller Party and will be binding on any successor thereto. (bf) The If ▇▇▇▇ ▇▇▇▇▇▇ becomes unable to perform his responsibilities as the Seller Representative may under this Agreement or resigns from such position, Perry ▇▇▇▇ ▇▇▇▇▇▇▇ will automatically be removedappointed to replace ▇▇▇▇ ▇▇▇▇▇▇ as the Seller Representative, etc. and if Perry ▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to perform his responsibilities as provided in this Section 11.1(b). (i) The Seller Representative may resign at any time. (ii) The under this Agreement or resigns from such position, the Seller Representative may Parties shall be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according entitled to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Seller Representative resign or be removed without the Majority Holders having first appointed elect a new Seller Representative who shall assume such duties immediately upon the resignation or removal of Seller Representative. (iii) In the event by a vote of the death, incapacity, resignation or removal of Seller Representative, Parties holding a new Seller Representative shall be appointed by the vote or written consent majority of the Majority Holders. (iv) Equity Interests at the date hereof. Notice of such vote or a copy of the written consent appointing such new Seller Representative appointment shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that Acquiror and until such notice is received, Buyer and the Target Company Acquiror shall be entitled to rely on the decisions the-decisions, actions, consents,-instructions and actions communications of the prior Seller Representative. Any former Seller Representative will be entitled to the same indemnification rights and protection from liability provided to a then-serving Seller Representative with regard to any actions taken while serving as described in Section 10.1(a) abovethe Seller Representative. (cg) The Seller Representative shall act as a fiduciary with fiduciary duties to the Sellers. If the Seller Representative has a personal conflict For purposes of interest with respect to any action, decision or determination to be made by obtaining consent from the Seller Representative, the Acquiror may rely on documents executed in multiple counterparts, the signatures of each individual appointed as the Seller Representative must notify need not appear on the Sellers. same counterpart and delivery of an executed counterpart signature page by facsimile or portable document format (d.PDF) The Seller Representative shall not be liable to is as effective as executing and delivering such signature page in the Sellers for actions taken pursuant presence of the other parties to this Agreement or the Promissory Notes, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Seller Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Seller Representative under this Agreement and the Promissory Notes (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Seller Representative, Seller Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Agreement.