Common use of Seller Representative Clause in Contracts

Seller Representative. (a) 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. The Sellers hereby appoint Al A. Xxxxxxxxx xx their representative (athe "Seller Representative"), who shall have full power and authority to make all decisions relating to the Statement provided in Section 2.3 and the defense and/or settlement of any claims for which the Sellers may be required to so indemnify the Buyer (and vice versa) Each and to take such other actions (and any other actions reasonably related or ancillary thereto) provided herein to be taken by the Seller Guarantor and each Seller irrevocably appoints Representative. If the Seller Representative shall die, become totally incapacitated or resign from such position, the remaining Sellers shall select another member from among the selling group (or their heirs, executors, administrators or personal representatives) to act as fill such vacancy. All decisions and actions by the Seller Guarantor’s Representative, including, without limitation, any agreement between the Seller Representative and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power the Buyer relating to the determination of substitution to do on behalf Adjusted Profit or Loss, the defense or settlement of such Seller Guarantor and such Seller any and all things, including executing any and all documents, claims for which the Sellers may be necessaryrequired to so indemnify Buyer, convenient any decision, action or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments agreement to be made hereunder; (ii) receiving notices and communications pursuant or taken under the Escrow Agreement, any amendment to this Agreement and or the Escrow Agreement or any other action provided herein to be taken by the Seller Ancillary Agreements; (iii) administering this Agreement Representative, shall be binding upon all of the Sellers, and no Seller shall have the Seller Ancillary Agreementsright to object, including dissent, protest or otherwise contest 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 same. By their execution 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 hereby and thereby, and shall be finaldeemed to have agreed that (i) the provisions of this Section 8.6 are independent and severable, binding are irrevocable 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will shall be irrevocable by enforceable notwithstanding any rights or remedies that any Seller Guarantor or any Seller may have in any manner or connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any reason breach of the provisions of this Section 8.6 would be inadequate, (iii) the Buyer shall be entitled to temporary and survive permanent injunctive relief without the deathnecessity of proving damages if it brings an action to enforce the provisions of this Section 8.6, incompetence, bankruptcy or liquidation (iv) the provisions of any Seller and this Section 8.6 shall be binding on upon the heirs, executors, administrators, personal representatives and successors of each Seller and (v) any successor theretoreferences in this Agreement to a Seller or Sellers shall mean and include the successors to the Sellers' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. All fees and expenses incurred by the Seller Representative shall survive be paid by the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers.

Seller Representative. (a) Each Seller Guarantor and each hereby appoints GarMark Advisors II L.L.C. as the “Seller irrevocably appoints Seller Representative Representative” to act as such Seller Guarantor’s and such Seller’s exclusive the agent and true and lawful attorney-in-fact of the Sellers with the full power of substitution (i) to do resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this ARTICLE 11, (ii) to execute and enter into, on behalf of such Seller Guarantor the Sellers, the Escrow Agreement, and such Seller any to take all actions thereunder for and all thingson their behalf, including executing any 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 documentsclaims under this Agreement or the Escrow Agreement, which may be necessary, convenient or appropriate (iv) to facilitate receive from the consummation Buyer monies payable to the Sellers in accordance with the provisions 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 Escrow Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents on the Sellers’ behalf in connection with this Agreement, and the Escrow Agreement, as the Seller Ancillary Agreements; Representative, in its sole discretion, deems proper and (iiivi) administering to perform all of the functions of the Seller Representative under this Agreement and the Escrow Agreement. The foregoing notwithstanding, the Seller Ancillary Agreements, including Representative shall not have the initiation and resolution of any disputes or claims; (iv) making determinations power to negotiate and/or settle any dispute with respect claims under this Agreement in which a single Seller is liable due to the purchase price adjustments contemplated a breach by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against such Seller unless the Seller Guarantors Representative has received the prior written consent of such Seller to negotiate and/or settle such claim. The Buyer and the Sellers pursuant Escrow Agent are entitled to Article 12; 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 (viincluding court costs and reasonable attorney’s fees and expenses) agreeing as the Seller Representative deems to amendments be reasonably necessary or appropriate in connection with its performance of this Agreement, waivers of conditions and its obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Escrow Agreement, and resolving, settling or compromising any all such claim; (viii) taking any other actions of the Seller Guarantor fees and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable expenses incurred by the Seller Representative shall be borne pro rata by the Sellers based upon their respective initial economic interests in connection the Escrow Amount. Subject to and in accordance with this Agreement, the provisions of the Escrow Agreement, the Seller Representative Engagement Agreement fees and the Seller Ancillary Agreements. Notwithstanding the foregoing, expenses incurred by the Seller Representative pursuant to this Section 11.04 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 be paid by the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted directly to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall not be binding on any successor thereto, and shall survive paid from the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountFund.

Seller Representative. (a) Each Seller Guarantor hereby constitutes and each Seller irrevocably appoints Seller Representative OneBeacon LLC to act as its representative for all purposes under this Agreement and the Ancillary Agreements (OneBeacon LLC, in such capacity, the “Seller Guarantor’s Representative”), and the Seller Representative hereby accepts such Seller’s exclusive agent appointment. Each Seller hereby irrevocably constitutes and appoints, with full power of substitution, the Seller Representative as its true and lawful attorney-in-fact fact, with full power and authority in such Seller’s name, to take all actions required or permitted to be taken hereunder or under the Ancillary Agreements, and to otherwise act on behalf of, and to bind, each Seller for all purposes under this Agreement or under the Ancillary Agreements, including with respect to the receipt of proceeds or any other receivables hereunder, administering any indemnification matter on behalf of Sellers, including agreeing to the settlement of any indemnification matter and 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 in connection with this Agreement and the Ancillary Agreements. Buyer will be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the 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 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 do on behalf of such execute, certify, acknowledge, deliver, file and record all agreements, certificates, instruments and other documents and any amendment thereto, and take any other action which the Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient Representative deems necessary 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 in connection with Sellers’ or 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 Representative’s 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 The appointment 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 hereby and thereby, 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 by each 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 Person’s attorney-in-fact will be considered deemed to be a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are power coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation dissolution of any Seller giving such power. The arrangements between Sellers and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller Representative set forth in this Section 11.8 are made in consideration of the whole or any fraction Seller Representative’s acceptance of his, her or its interest in appointment as the Adjustment Escrow AmountSeller Representative.

Seller Representative. (a) Each Seller Guarantor Group, by delivery of a Letter of Transmittal, on behalf of itself and each its successors and assigns, hereby irrevocably constitutes and appoints Xxxx Xxxxxxxx, in the capacity as the Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving managing, controlling, defending and disbursing payments to be made hereundersettling 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) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Seller Ancillary Agreementsin the reasonable judgment of the Seller Representative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Seller under this Agreement and to distribute the Seller Ancillary Agreementssame to the Seller; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Seller Ancillary Agreementsand its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding the foregoing, The provisions of this Section 9.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.77

Seller Representative. (a) Each Seller Guarantor Group, by delivery of a Letter of Transmittal, on behalf of itself and each its successors and assigns, hereby irrevocably constitutes and appoints Xxxx Xxxxxxxx, in the capacity as the Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving managing, controlling, defending and disbursing payments to be made hereundersettling 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) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Seller Ancillary Agreementsin the reasonable judgment of the Seller Representative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Seller under this Agreement and to distribute the Seller Ancillary Agreementssame to the Seller; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Seller Ancillary Agreementsand its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding the foregoing, The provisions of this Section 9.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx Xxx as the Seller Representative Representative, and in such capacity, to act as such Seller Guarantor’s and such Seller’s exclusive agent and be the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor 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 Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Transaction Documents, including: (i) receiving and disbursing payments agree upon or compromise any matter related to be made hereunderthe calculation of any adjustments to the Purchase Price under this Agreement; (ii) receiving notices and communications pursuant to this Agreement and direct the Seller Ancillary Agreementsdistribution of the Purchase Price; (iii) administering act for Sellers with respect to all indemnification matters referred to in this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation and resolution right to compromise on behalf of Sellers any disputes indemnification claim made by or claimsagainst Sellers, if any; (iv) making determinations to settle any dispute act for Sellers with respect to the purchase price adjustments contemplated by Section 2.3(b)all post-Closing matters; (v) resolvingterminate, settling amend or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12waive any provision of this Agreement; (vi) agreeing to amendments employ and obtain the advice of this Agreementlegal counsel, waivers of conditions accountants and obligations under this Agreement and other professional advisors as the Seller Ancillary AgreementsRepresentative, 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) asserting claims for 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 defending claims of in any way relating to such transaction or any indemnification under Article 8 and resolvingclaim, settling whether incurred prior or compromising any such claimsubsequent to Closing; (viii) taking receive all or any other actions portion of the Seller Guarantor Purchase Price and to distribute the Sellers under this Agreement and the Seller Ancillary Agreementssame; and (ix) performing all acts, as contemplated by or deemed advisable by distribute the Seller Representative in connection Reserve; (x) sign any releases or other documents 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 hereby and thereby, 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 of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability respect to any Seller Guarantor dispute or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or the Transaction Documents; and (xi) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled deems necessary or appropriate, in his sole discretion after consultation with an interest Xxxxxxx Xxxx, relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor or any could do if personally present and acting. The Seller in any manner or for any reason Representative hereby accepts his appointment and survive authorization as the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Yxxxxxxxx Xxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.15; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller 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 Ancillary AgreementsRepresentative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.14 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each The Sellers, on behalf of themselves and their successors and assigns (collectively, the "Seller Guarantor Represented Persons"), by execution and each delivery of this Agreement, hereby irrevocably appoint Yellow River (Cayman) Limited, in the capacity as the seller representative (the "Seller irrevocably appoints Seller Representative to act Representative"), as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful their agent, attorney-in-fact and representative, with full power of substitution to do act in the name, place and stead of the Seller Represented Persons, to act on behalf of such each the Seller Guarantor Represented Persons from and such Seller any and after the date of this Agreement for all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchasepurposes in connection with this Agreement, including: (i) receiving making on behalf of the Seller Represented Persons any determinations and disbursing payments taking all actions on their behalf relating to be made hereunder; the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, (ii) receiving notices making on behalf of such Persons any determinations and communications pursuant taking all actions on their behalf relating to this Agreement the determination of the Revenue and whether the Seller Ancillary Agreementsconditions for the delivery of the Earnout Shares have been satisfied under Section 2.6, and any disputes with respect thereto; (iii) administering this Agreement and the Seller Ancillary Agreementsterminating, including the initiation and resolution of any disputes amending 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 waiving on behalf of the Seller Guarantor and the Sellers under Represented Persons any provision of this Agreement and the Seller or any Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by Document which expressly contemplates that 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 will 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 ; (iv) signing on behalf of the Seller Representative in Represented Persons any ancillary agreement, schedule, exhibit releases 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 hereby and thereby, 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 of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability other documents with respect to any Seller Guarantor dispute or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to Document which expressly contemplates that the Seller Representative Group will act on behalf of any Seller Represented Persons; (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 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 post-Closing consideration adjustment; and (vii) otherwise enforcing the rights and obligations of any Seller Represented Person under this Agreement or any Ancillary Document which expressly contemplates that the Seller Representative will act on behalf of such Seller Represented Person, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Seller Represented Person. All decisions and actions by the Seller Representative shall be binding upon the Seller Represented Persons, and no Seller Represented Person nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The Sellers, on behalf of themselves and the other Seller Represented Persons, acknowledges and agrees that it and they shall not: (x) prohibit the Purchaser or the Purchaser Representative from seeking proper discovery of documents and other information; or (y) permit the Seller Representative or the Seller Represented Persons from asserting that such documents are not discoverable. The provisions of this Section 12.15 are irrevocable and coupled with an interest interest. The Seller Representative hereby accepts its appointment and will be irrevocable by any authorization as the Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Cxxxxxxxxxx Xxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.12; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, 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); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the 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; (vi) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, or the Purchaser shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.17 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor hereby appoints Burrito Investment Group LLC (solely in its capacity as such, and each not in its capacity as Seller, the “Seller irrevocably appoints Seller Representative to act Representative”) as such Seller Guarantor’s and such Seller’s exclusive agent and its true and lawful agent and attorney-in-fact with full power and authority to act, including full power of substitution substitution, in such Seller’s name and on its behalf with respect to do on behalf of such Seller Guarantor and such Seller any and all things, including executing matters arising from or in any and all documents, which may be necessary, convenient or appropriate way relating to facilitate the consummation provisions 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 expressly providing 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 hereinincluding with respect to Section 1.3, in Article 6, Article 7 and the Escrow Agreement, in the as fully as such Seller Ancillary Agreements could if then present 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 Letteracting alone. A decision, act, consent or instruction of The Seller Representative shall constitute a decision for all have the power to enforce the obligations, covenants and agreements of the each Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, Agreement and any other agreements entered into by the Seller Representative Engagement Agreement and in connection with the transactions contemplated hereby (the “Seller Transaction Agreements”), in accordance with the terms hereof and therebythereof. Without limiting the generality of the foregoing, and (a) any communication or other delivery validly delivered to the Seller Representative 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 deemed to have been validly delivered to each of the Seller Guarantors and the Sellers Sellers, (without investigationb) and none any waiver of Acquiror or any provision of its Affiliates or Representatives shall have any liability to any Seller Guarantor Transaction Agreement or consent, or compromise of any Seller as a result of such reliance. Any payment by Acquiror claim arising from or relating to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment Transaction Agreement, by Acquiror to the Seller Guarantors Representative shall be binding upon each and every Seller, and (c) the Seller Representative is hereby authorized to execute for and on behalf of each Seller (i) any amendment to this Agreement or any Seller Transaction Agreement that does not adversely affect any Seller with respect to any other Seller or (ii) any other agreement, document, certificate or instrument contemplated hereby or thereby. All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Sellers as a matter of contract law. Buyer shall be entitled to rely (without investigation) on any action taken by the Seller Representative as being taken by the Seller Representative for himself and on behalf of each of the Sellers, and fully authorized by each of the Sellers. The powers, immunities This appointment of agency and rights to indemnification granted to the Seller Representative Group are this power of attorney is coupled with an interest and will shall be irrevocable and shall not be terminated by any Seller Guarantor or any Seller in any manner by operation of law, whether by the death or for any reason and survive the death, incompetence, bankruptcy or liquidation incapacity of any Seller or the occurrence of any other event, and any action taken by the Seller Representative shall be binding on any successor theretoas valid as if such death, and shall survive the delivery incapacity or other event had not occurred, regardless of an assignment by whether or not any Seller or the Seller Representative shall have received any notice thereof. In the event the Seller Representative refuses or is no longer capable of serving as the Seller Representative hereunder, then Sellers holding at least a majority of the whole Units immediately prior to the Closing shall promptly appoint a successor Seller Representative who shall thereafter be a successor Seller Representative hereunder and the Seller Representative shall serve until such successor is duly appointed and qualified to act hereunder. No bond will be required of the Seller Representative. The Seller Representative shall not be liable to any Seller for any act done or any fraction of his, her or its interest omitted hereunder as Seller Representative while acting in good faith and in the Adjustment Escrow Amountabsence of bad faith or willful misconduct. The Sellers shall indemnify, severally in accordance with the Seller Allocation and not jointly, 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.

Seller Representative. 28 (a) a)The Sellers hereby appoint Mr. Gianfranco Chiapparini 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 Ancillary Agreements solely on behalf of each of such Sellers. Each Seller Guarantor and each Seller by approval of this Agreement, hereby irrevocably appoints the Seller Representative to act as such Seller Guarantor’s the agent, proxy and such Seller’s exclusive agent and true and lawful attorney-in-fact with for such Seller for all purposes of this Agreement, including full power of substitution and authority on such Seller’s behalf (i) to do consummate the transactions contemplated herein, (ii) to execute and deliver on behalf of such Seller Guarantor and any amendment or waiver hereto, (iii) to take all other actions to be taken by or on behalf of such Seller in connection herewith, (iv) to negotiate, settle, compromise and otherwise handle all disputes under Sections 2.4 and 2.7 and claims made under Sections 5.3 or Article 6 hereof, and (v) to do each and every act and exercise any and all thingsrights which such Seller or Sellers collectively are permitted or required to do or exercise under this Agreement or the Ancillary Agreements. Each Seller agrees that such agency and proxy are coupled with an interest, including executing are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity or bankruptcy of any Seller. Neither the Seller Representative nor any agent employed by it shall incur any liability to any Seller relating to the performance of its duties hereunder except for actions or omissions constituting fraud, willful misconduct, gross negligence or willful misconduct. (b)The Seller Representative, where the Seller Representative concerned is a legal person, agrees that it shall not commence proceedings to liquidate, dissolve or wind up its affairs without providing to Buyer and all documentseach other Seller prior written notice of its intention to do so. Upon receipt of such notice, Buyer and the Seller Representative shall have the right, and hereby agree, to appoint a mutually acceptable substitute Person (which may or may not be necessarya Seller) to act as “Seller Representative” hereunder with all rights, convenient or appropriate powers and authority to facilitate the consummation act on behalf of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications Sellers as the initial Seller Representative has pursuant to this Agreement and the Seller Ancillary Agreements; Section 7.1(b). (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes c)Any expenses 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 liabilities incurred by the Seller Representative in connection with the performance of its duties in such capacity under this AgreementAgreement or the Ancillary Agreements shall be reimbursed to the Seller Representative by the Sellers, if any. The Seller Representative may from time to time submit invoices to the Escrow AgreementSellers covering their 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. In addition to any other rights or remedies, the Seller Representative Engagement Agreement and may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed by any Seller to the Seller Ancillary AgreementsRepresentative against any amounts to be paid to the Sellers. Notwithstanding the foregoing(d)Each Seller shall severally, but not jointly, based on their respective Pro Rata Portion, indemnify and hold harmless, the Seller Representative shall have no obligation to act on behalf from any and all losses, liabilities and expenses (including the reasonable fees and expenses of the Sellers, except as expressly provided herein, counsel) arising out of or in the Escrow Agreement, in connection with the Seller Ancillary Agreements Representative’s execution and performance (solely in its capacity as the Seller Representative Engagement 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 may, in all questions arising under this Agreement, rely on the advice of counsel and for purposes of clarityanything done, there are no obligations of 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 ancillary agreementof the Sellers for any indirect, schedulepunitive, exhibit special or consequential damages. (e)Each Seller (including, in each case for purposes of this Section 7.1(e), the Company Disclosure LetterSeller Representative) agrees that Buyer and, following the Closing, each Opto-tech Entity, shall be entitled to rely on any action taken by the 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. A decisionEach Seller agrees to pay, actand to indemnify and hold harmless, consent each of the Buyer Parties from and against any Losses which they may suffer, sustain, or instruction 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, each Opto-tech Entity, 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 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 hereby and thereby, 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 payment by Buyer to each of the Seller Guarantors Sellers and satisfaction of the Sellers Buyer’s obligation to pay such amount hereunder (without investigation) and none of Acquiror or notwithstanding 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 withholding 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 Seller Guarantors and the SellersRepresentative). The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount2.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Sxxxx Xxxxxxxx in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreementspost-Closing Merger Consideration adjustments under Section 1.13;; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller 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 Ancillary AgreementsRepresentative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, or the Purchaser shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor of the Sellers hereby irrevocably constitutes and each Seller irrevocably appoints Seller Representative to act Hxxx Xxxxxxx, with full power of substitution and re-substitution, as such Seller Guarantor’s its and such Seller’s exclusive agent and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the “Seller Representative”), 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 for and on behalf of the Sellers, except as expressly provided hereinand each of them, for all purposes under this Agreement and in connection with the Escrow transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of any damages suffered or incurred by Fonix, Buyer or the Funds and the payment or satisfaction of such amounts in satisfaction of the Sellers’ indemnification obligations, (ii) determining the amount of any Seller damages suffered or incurred by the Sellers, (iii) receiving notices from Fonix, Buyer or the Funds given under this Agreement, in the Seller Ancillary Agreements and in of which the Seller Representative Engagement Agreementwill give a copy to the other Sellers, (iv) approving and agreeing with Buyer, Fonix or the Funds as to additions, deletions, changes, modifications and amendments to this Agreement and the exhibits hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Sellers, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Sellers) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Seller Representative shall be entitled to reimbursement by the Sellers from the consideration actually payable to the Sellers or otherwise for purposes all reasonable costs and expenses incurred by him in fulfilling his duties hereunder, and the Sellers agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of clarityG-Soft Shares (on an as-converted basis) owned immediately prior to the Closing. The Sellers agree that the Seller Representative may make reasonable requests for advances to cover such costs and expenses, there are and the Sellers will promptly make such advances. In no obligations event will Buyer, Fonix or the Funds be liable for any costs or expenses of any nature incurred by the Seller Representative in any ancillary agreementits capacity as such. EACH SELLER, scheduleJOINTLY AND SEVERALLY, exhibit AGREES THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SELLERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION 2.5. None of Buyer, Fonix or the Company Disclosure Letter. A decision, act, consent Funds shall have any obligation 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, liability to indemnify or defend the Seller Representative Engagement Agreement in respect of any claim or liability asserted against the Seller Representative by any Seller or its successors or assigns. All determinations, decisions, actions and the transactions contemplated hereby and thereby, and like made by the Seller Representative shall be final, conclusive and binding and conclusive upon the Seller Guarantors and all 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 all persons claiming under or instruction of Seller Representative as being the decision, act, consent or instruction of each 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountthrough them.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxxx Xx (in such capacity, the “Seller Representative to act Representative”) as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the other Transaction Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the other Transaction Documents, including: (i) receiving and disbursing payments act for the Sellers with respect to be all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Sellers any indemnification claim made hereunderby or against the Sellers, if any; (ii) receiving notices and communications pursuant act for the Sellers with respect to this Agreement and the Seller Ancillary Agreementsall post-Closing matters; (iii) administering terminate, amend or waive any provision of this Agreement Agreement; provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation and resolution same manner with respect to all of the Sellers unless otherwise agreed by each Seller who is subject to any disputes or claimsdisparate treatment of a potentially adverse nature; (iv) making determinations employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincur and pay expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the Transactions, and any other fees and expenses allocable or in any way relating to such Transactions or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) agreeing sign any releases or other documents with respect to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for dispute 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 hereby and thereby, 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 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) remedy arising under this Agreement or the other Transaction Documents; and (x) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled with an interest deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor could do if personally present and acting. The Seller Representative xxxxxx accepts his or any her appointment and authorization as the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Seller Guarantor hereby irrevocably constitutes and each appoints the Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive his, her or its agent and true and lawful attorney-in-attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which the Sellers that may be necessary, convenient or appropriate to facilitate the consummation of the Stock PurchaseTransactions, including: (i) receiving execution of the Escrow Agreement and disbursing payments other documents and certificates pursuant to be made hereunderthis Agreement or the Escrow Agreement; (ii) receiving receipt of payments under or pursuant to this Agreement or the Escrow Agreement and disbursement thereof to the Sellers, in accordance with this Agreement or the Escrow Agreement and subject to the terms hereof or thereof; (iii) receipt and forwarding of notices and communications pursuant to this Agreement and or the Seller Ancillary AgreementsEscrow Agreement; (iiiiv) administering administration of the provisions of 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)Escrow Agreement; (v) resolvinggiving or agreeing to, settling on behalf of the Sellers, any and all consents, waivers, amendments or compromising claims for indemnification asserted against 80 modifications deemed by the Seller Guarantors Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement or the Escrow Agreement and the Sellers pursuant to Article 12execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under amending this Agreement and or the Seller Ancillary AgreementsEscrow Agreement or any of the instruments to be delivered to the Purchaser pursuant to this Agreement or the Escrow Agreement; (vii) asserting claims for taking actions the Seller Representative is expressly authorized to take pursuant to the other provisions of this Agreement or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claimthe Escrow Agreement; (viii) taking any other actions disputing or refraining from disputing, on behalf of the Seller Guarantor and Sellers relative to any amounts to be received by the Sellers under this Agreement, the Escrow Agreement or any agreements contemplated hereby or thereby, any claim made by the Purchaser under this Agreement, the Escrow Agreement or other agreements contemplated hereby or thereby; (ix) negotiating and compromising, on behalf of the Seller Ancillary AgreementsSellers, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement, the Escrow Agreement or any other agreement contemplated hereby or thereby; (x) executing, on behalf of the Sellers, any settlement agreement, release or other document with respect to such dispute or remedy; and (ixxi) performing all actsengaging attorneys, as contemplated by accountants, agents or deemed advisable by consultants on behalf of the Seller Representative Sellers 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 hereby and thereby, 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 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 Seller Guarantors other agreement contemplated hereby or thereby and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by paying any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor fees related thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each The Company has appointed Xxxxxxxx Xxxxxxx Xxxxxxxxxx to act as the Seller Guarantor Representative with such Seller Representative’s appointment to be submitted for approval by the Company and each Seller irrevocably appoints the Company Shareholders in the Company Arrangement Resolution and such Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of the Company Security Holders with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Persons under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) receiving terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and disbursing payments obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to be made hereunderall Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) receiving notices and communications pursuant signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement and or any Ancillary Documents to which the Seller Ancillary AgreementsRepresentative is a party; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute with respect incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the purchase price adjustments transactions contemplated by Section 2.3(b)hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (v) resolving, settling or compromising claims for indemnification asserted against otherwise enforcing the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions rights and obligations of any such Persons 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 Documents to which the Seller Guarantor Representative is a party, including giving and the Sellers under this Agreement receiving all notices and the Seller Ancillary Agreements; communications hereunder or thereunder on behalf of such Person. All decisions and (ix) performing all acts, as contemplated by or deemed advisable actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, Purchaser, Pubco, shall be binding upon each Company Security Holder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.16 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative xxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Company Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxxx Xxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.13; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller 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 Ancillary AgreementsRepresentative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Company Shareholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Shareholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative xxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Dx. Xxxxxxxxxx Xxxxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.13; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, 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); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the 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; (viviii) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Stockholders under this Agreement and to distribute 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 same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ix) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative or the Purchaser shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor and each Seller does hereby irrevocably appoints appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and its, his or her true and lawful attorney-in-attorney in fact and agent, with full power of substitution substitution, to do act on behalf of such Seller Guarantor and such Seller Seller, to take any and all thingsactions, including executing to refrain from taking any actions, to execute and deliver all such documents, and to make 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 actsdeterminations, 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 deem necessary or appropriate in its sole discretion, in any case in respect of this Agreement or the Adjustment Escrow Agreement or the transactions contemplated by this Agreement or the Adjustment Escrow Agreement, including (for clarity) to, on behalf of the Sellers, except as expressly provided herein(a) negotiate, in execute, and deliver all amendments, modifications, and waivers to this Agreement or the Adjustment Escrow Agreement, (b) give and receive notices under this Agreement and the Adjustment Escrow Agreement, and (c) initiate, prosecute, defend, and/or settle any claims and disputes under or related to this Agreement or the Adjustment Escrow Agreement, in the each case except only for or in respect of any claims or disputes against such Seller Ancillary Agreements and in the for a breach by such Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations any covenant under Section 6). The appointment of the Seller Representative in shall be deemed coupled with an interest and shall be irrevocable and shall survive the Closing, and Parent and Buyer may conclusively and absolutely rely, without inquiry and without liability, upon any ancillary agreementaction, 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 as the transactions contemplated hereby and therebyaction, 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 Seller in all matters referred to herein. Each Seller does hereby confirm all that the Seller Representative does or cause to be done by virtue of his appointment as the representative of the Sellers hereunder. The Seller Guarantors Representative shall not be liable to the Sellers for any action taken by him pursuant to this Agreement, and the Sellers (without investigation) shall indemnify 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to hold harmless the Seller Representative Group are coupled with an interest from any Losses arising out of his serving as agent hereunder, including legal fees and will be irrevocable by any other expenses that the Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest Representative incurs in the Adjustment Escrow Amountcourse of his services, except only to the extent the Seller Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.13; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, 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); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction; (vi) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative and the Purchaser, shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hereby accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.63

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints The Seller Representative shall be authorized to act as such Seller Guarantor’s and such Seller’s exclusive the representative, agent and true and lawful attorney-in-fact of the Sellers as of the Closing in respect of all matters arising under this Agreement or the Transaction Agreements, and shall be authorized to act, or refrain from acting, with full power of substitution respect to do any actions to be taken by or on behalf of such any Seller Guarantor and such or the Seller any and all thingsRepresentative, including executing to enforce any and all documentsrights granted to any Seller hereunder, which may be necessary, convenient in each case as the Seller Representative believes is necessary 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 Transaction 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 on behalf of the Seller Guarantor and the Sellers. The Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing shall be bound by all acts, as contemplated by or deemed advisable such actions taken by the Seller Representative and no Seller shall be permitted to take any such actions. The Seller Representative is serving as the Seller Representative solely for purposes of administrative convenience, and is not personally liable in its capacity as Seller Representative for any of the obligations of the Company, any of its Subsidiaries or any of the Sellers hereunder, and Acquiror (on behalf of itself and its Affiliates) agrees that it will not look to the Seller Representative or the underlying assets of the Seller Representative for the satisfaction of any obligations of the Company, any of its Subsidiaries or any of the Sellers. The Seller Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with this Agreement, the Escrow Agreement, performance by the Seller Representative Engagement Agreement and of the Seller Ancillary AgreementsRepresentative’s duties or the exercise by the Seller Representative of the Seller Representative’s rights and remedies under this Agreement or any Transaction Agreement, except in the case of its bad faith or willful misconduct. Notwithstanding No bond shall be required of the Seller Representative. The Seller Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted 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 any other Transaction Agreement. Without limiting the generality of the foregoing, the Seller Representative shall have no obligation the full power and authority to act interpret all the terms and provisions of this Agreement and the other Transaction Agreements, and to consent to any amendment hereof or thereof on behalf of the Sellersall Sellers and their respective successors and permitted assigns. Acquiror shall be entitled to rely on all statements, except as expressly provided hereinrepresentations, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreementdecisions of, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit actions taken 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 Agreementomitted to be taken by, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, 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 of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability relating 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountother Transaction Agreement.

Seller Representative. (a) Each Seller Guarantor Party hereby authorizes, directs and each Seller irrevocably appoints Xxxxx Xxxx as the Seller Representative to act as such Seller Guarantor’s its sole and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution regarding any matter relating to do or arising after the date hereof under this Agreement, including determining, giving and receiving notices and processes hereunder, entering into any contracts and delivering any documents required and contesting and settling any and all claims or disputes under Sections 1.3(c), 1.5 and for indemnification under Article 7 hereof, resolving any other disputes hereunder, performing the duties assigned to the Seller Representative xxxxxxxxx, making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, letters and other writings, and, in general, doing any and all things and taking 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, and all other Transaction Documents and to engage and employ agents and representatives and to incur such other expenses as the Seller Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Seller Representative shall have the sole and exclusive right on behalf of such any Seller Guarantor Party to take any action or provide any waiver or receive any notice, in each case with respect to any claims or disputes under Sections 1.3(c), 1.5 and such Seller any for indemnification under Article 7 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 claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Seller Representative, shall be absolutely and irrevocably binding on each Seller Party as if such Seller Party had taken such action, exercised such right, power or authority or made such decision or determination in such Seller Party’s individual capacity, and no Seller Party shall have the right to object, dissent, protest or otherwise contest the same. Except to the purchase price adjustments contemplated extent this Agreement obligates any Seller Party to take action following the Closing, any action required to be taken by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and Parties hereunder after the Sellers pursuant date of this Agreement or any action which the Seller Parties, at their election, have the right to Article 12; (vi) agreeing to amendments take hereunder after the date 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 shall be taken only by the Seller Representative in connection with this Agreement, the Escrow Agreement, the and no Seller Representative Engagement Agreement and the Party acting on such 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 hereby and thereby, and Party’s own 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 entitled to take any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountaction.

Seller Representative. (a) Each The Seller Guarantor Representative is hereby designated and appointed, and the Seller Representative hereby agrees to serve, following the Closing, as the representative of each Blocker Stockholder, each Non-Blocker Company Member and each Seller irrevocably appoints of their respective successors and assigns (collectively, the “Represented Persons”), for purposes of Section 2.1(c) and Section 6.5. The Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with shall have full power of substitution and authority to do on behalf of such Seller Guarantor take any all actions, and such Seller to give or receive any and all thingsnotices or other communications, 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 contemplated 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 Agreementstaken, including the initiation and resolution of any disputes given 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 received by the Seller Representative pursuant to Section 2.1(c) or Section 6.5 and to take such other actions as the Seller Representative may deem necessary or advisable in connection with this Agreement, the Escrow Agreement, performance by the Seller Representative Engagement Agreement of the duties, and the exercise by the Seller Ancillary AgreementsRepresentative of the rights, assigned to the Seller Representative in this Agreement. Notwithstanding All decisions by the foregoingSeller Representative shall be binding upon all Represented Persons, and no Represented Person shall have the right to object, dissent, protest or otherwise contest the same. Actions or decisions to be taken or made by the Seller Representative shall be deemed to have been approved and validly taken by the Seller Representative if taken by the Seller Representative. The Seller Representative may communicate with any Represented Person or any other Person concerning its responsibilities hereunder, but it is not required to do so. The Seller Representative shall have no obligation Liability whatsoever to act on behalf any Represented Person relating to its services as Seller Representative hereunder (including any action taken or omitted to be taken). The Represented Persons shall indemnify and hold harmless the Seller Representative against, and reimburse the Seller Representative for, any loss, expense (including reasonable attorneys’ fees) or other Liability arising out of its services as the SellersSeller Representative under this Agreement. The Seller Representative may resign its appointment as the Seller Representative at any time by written notice to Parent and the Represented Persons, except as expressly provided herein, in that at such time the Escrow Agreement, Represented Persons have named a replacement representative to serve in the Seller Ancillary Agreements Representative’s place and in delivered notice to Parent of the name and address for purposes of notice of such replacement. Parent, the Company, their respective Affiliates and Representatives and any other Person dealing with the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations shall be entitled to rely on the authority of the Seller Representative in and to rely on any ancillary agreementaction taken or decision made by the Seller Representative. In no event shall Parent, schedule, exhibit or the Company Disclosure Letter. A decisionor any of their respective Affiliates or Representatives have, and they are hereby released from, any Liability of any sort to any Represented Person or any other Person for, or arising out of or related to, any act, consent omission or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors Representative. By executing and delivering a Letter of Transmittal to Parent, each Blocker Stockholder and each Non-Blocker Company Member shall have agreed irrevocably to the Sellers under terms of this Section 11.14, but, to the fullest extent permitted by law, this Section 11.14 shall be binding on each Represented Person, with or without delivery by such Represented Person of a Letter of Transmittal, by virtue of the execution and delivery by the Parties of this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement Mergers and the transactions contemplated hereby and thereby, 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 consummation 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountTransactions.

Seller Representative. (a) Each Seller Guarantor hereby constitutes and each Seller irrevocably appoints Seller Representative to act Xxxxxx X. Xxxxxxx, as such Seller Guarantor’s and such Seller’s exclusive representative, agent and true and lawful attorney-in-fact with full power of substitution for and on such Seller’s behalf to do on behalf of such Seller Guarantor and such Seller (i) make any and all thingsdeterminations, including executing agreements, consents and waivers and take or refrain from taking any other actions for 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 on such Seller’s behalf pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreementsor any other Transaction Document, including the initiation and resolution of any disputes determinations, agreements, consents, waivers 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 actions pursuant to Article 12; (vi) agreeing to amendments Section 5 of this Agreement, waivers (ii) give and receive notices and communications, agree to, negotiate, or enter into settlements and compromises of, and comply with or waive any provision of conditions and obligations under this Agreement and the Seller Ancillary Agreements; or any other Transaction Document, (viiiii) asserting claims for take or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) refrain from taking any other actions of the Seller Guarantor and the Sellers under specified in this Agreement and the or any other Transaction Document to be taken by any Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with and (iv) take any and all actions which may be required or permitted by 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 or any of the Transaction Documents to be taken by the Sellers. Any decision, except as expressly provided hereinact, in the Escrow Agreementconsent, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreementwaiver, and for purposes of clarity, there are no obligations agreement or instruction of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A accordance with this Section 9(i) shall constitute a decision, act, consent consent, waiver, agreement 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 hereby and thereby, 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 Buyer may rely upon any such decision, act, consent or instruction the same. This power of Seller Representative as being the decision, act, consent or instruction of each 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are attorney is coupled with an interest and will shall be irrevocable irrevocable. If Xxxxxx X. Xxxxxxx is unwilling or unable to serve as the Seller Representative, then within five (5) days thereafter the Sellers shall, by majority vote based on their Applicable Percentage, appoint a successor to act as the Seller Representative and notify Buyer in writing of such appointment. Each Seller and the Buyer agrees that the Seller Representative shall have no obligation or Liability to any Seller Guarantor or any Seller in any manner or Person for any reason action or omission taken or omitted by the Seller Representative in good faith hereunder, and survive each Seller shall, indemnify and hold the death, incompetence, bankruptcy or liquidation Seller Representative harmless from and against any and all Losses (including reasonable counsel fees and expenses) which the Seller Representative may sustain as a result of any such action or omission by the Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative hereunder.

Seller Representative. (a) Each Shareholder Representative Services LLC is hereby appointed as of the Closing as the Seller Guarantor Representative (and each Seller irrevocably appoints Seller Representative to act successor appointed in accordance with Section 6.5(c)) and as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful representative, attorney-in-fact and exclusive agent of the Security Holders for all purposes in connection with full power of substitution this Agreement and the Transaction Documents and to do on behalf of perform all such acts as the Seller Guarantor Representative is authorized to take under the Transaction Documents and such Seller any and all things, including executing any and all documentsin connection with the Contemplated Transactions, which may be necessary, convenient or appropriate to facilitate will include the consummation of the Stock Purchase, includingpower and authority to: (i) receiving execute and disbursing payments deliver all documents that the Seller Representative is authorized to be made hereunderexecute and deliver under the Transaction Documents; (ii) receiving authorize or require payments to Buyer pursuant to Section 3.4(f) (if any); (iii) receive and, if applicable, forward 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 claimsAgreement; (iv) making determinations to settle give or agree to, on behalf of all or any dispute with respect to of the purchase price adjustments contemplated Security Holders, any and all consents, waivers, amendments or modifications deemed by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors Representative, in its sole and the Sellers pursuant absolute discretion, to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations be necessary or appropriate under this Agreement and the Seller Ancillary Agreementsexecution or delivery of any documents that may be necessary or appropriate in connection therewith; (viiv) asserting claims for amend, modify or defending claims supplement this Agreement or any of indemnification under the instruments to be delivered to Buyer pursuant to this Agreement; (vi) with respect to Section 3.4, (A) dispute or refrain from disputing, on behalf of each Security Holder relative to any amounts to be received by such Security Holder thereunder, (B) negotiate and compromise, on behalf of each such Security Holder, any dispute that may arise thereunder, and exercise or refrain from exercising any remedies available thereunder, (C) execute, on behalf of each such Security Holder, any settlement agreement, release or other document with respect to such dispute or remedy and (D) make any payments or adjustments among any Persons referenced in Article 8 and resolving, settling or compromising any such claimIII; (viii) taking engage attorneys, accountants, agents or consultants in connection with this Agreement or any other actions of agreement contemplated hereby and pay any fees related thereto; (viii) make all other elections or decisions that the Seller Guarantor and the Sellers Representative is authorized to make under this Agreement and the Seller Ancillary Agreementsany Transaction Document; and (ix) performing all actsperform each such act and thing whatsoever that Seller Representative may be or is required to do, as contemplated by or deemed advisable by the which Seller Representative in connection with this Agreementits sole good faith discretion determines is desirable to do, pursuant to or to carry out the Escrow Agreementintent of the Transaction Documents, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding to amend, modify or supplement any of 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor of the Sellers, by the execution and each Seller irrevocably appoints delivery of this Agreement, hereby appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful representative, attorney-in-fact and agent, with full power of substitution to do act in the name, place and stead of such Seller, to act on behalf of such Seller Guarantor 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 Seller any further acts and all things, including executing any and to execute all such documents, which may be necessary, convenient 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 facilitate 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 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 deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to transactions contemplated by this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of or 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 Agreementsother Transaction Document; (vii) asserting claims for to give and receive all notices and communications to be given 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 hereby and thereby, 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 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) received under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror 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 Guarantors and Representative, in its sole discretion, deems necessary or advisable in the Sellers. The powers, immunities and rights to indemnification granted to performance of its duties as the Seller Representative Group are coupled with an interest and will be irrevocable by 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 Seller Guarantor 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 manner 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 reason 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 survive completely as any of the deathSellers could do if personally present and acting. Each Seller acknowledges and agrees that upon execution of this Agreement, incompetence, bankruptcy or liquidation any delivery by the Seller Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Seller and Representative or any decisions made by the Seller Representative pursuant to this Section 10.16 shall be binding on any successor thereto, such Seller as fully as if such Seller had executed and shall survive the delivery of an assignment by any Seller of the whole delivered such documents or any fraction of his, her or its interest in the Adjustment Escrow Amountmade such decisions.

Seller Representative. (a) Each Seller Guarantor of the Manager Sellers hereby appoints Cillian Feiritear as the agent, proxy, 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 for the Manager Sellers (in such capacity, the "Seller Representative") for all purposes under --------------------- this Agreement (including without limitation full power of substitution and authority to act on the Manager Sellers' behalf) to take any action, should it elect to do on behalf of such Seller Guarantor and such Seller any and all thingsso in its sole discretion, 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; consummate the transactions contemplated under this Agreement, (ii) receiving notices and communications pursuant to this Agreement and conduct or cease to conduct, should it elect to do so in its sole discretion, the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution defense of all claims against 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 Manager 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, and settle all such claims in its sole discretion on behalf of all the Escrow Agreement, Manager Sellers and exercise any and all rights which the Seller Representative Engagement Manager Sellers are permitted or required to do or exercise under this Agreement and (iii) to execute and deliver, should it elect to do so in its sole discretion, on behalf of the Seller Ancillary Agreements. Notwithstanding Manager Sellers any amendment to this Agreement so long as such amendment shall apply to all of the foregoingManager Sellers, and to take all other actions to be taken by or on behalf of the Manager Sellers and exercise any and all rights which the Manager Sellers are permitted or required to do or exercise under this Agreement; provided, however, that -------- ------- the Seller Representative shall have no obligation to act conduct any defense or settle any claim or enter into any amendment or take any other action whatsoever on behalf of any Manager Seller under this Section 14.4 or otherwise in his capacity as Seller Representative. Notwithstanding anything to the Sellers, except as expressly provided herein, contrary in the Escrow Agreement, this Section 14.4(a) or elsewhere 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, Manager Sellers may take any action that this Agreement provides may or shall be taken by the Seller Representative Engagement Agreement (whether such provision is set forth in this Section 14.4(a) or elsewhere in this Agreement) if such action is taken with the written consent of at least a majority in interest of the Manager Sellers and the transactions contemplated hereby and thereby, and Buyer. Any action so taken by the Manager Sellers shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingRepresentative, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an shall take no action which is contrary thereto without the written consent of at least a majority in interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in Manager Sellers and the Adjustment Escrow AmountBuyer.

Seller Representative. (a) Each Seller Guarantor Riverside is hereby constituted and each Seller irrevocably appoints Seller Representative to act appointed as such Seller Guarantor’s and such Seller’s exclusive agent and true attorney‑in‑fact for and lawful attorney-in-fact with full power of substitution to do on behalf of such the other Sellers and is the Seller Guarantor Representative for all purposes under this Agreement. Without limiting the generality of the foregoing, the Seller Representative has full power and such authority, on behalf of each Seller and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement, any Ancillary Agreement and all thingsthe documents to be executed and delivered by the Sellers in connection herewith, including executing the Escrow Agreement and the Holdback Agreement, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, including the Escrow Agreement and the Holdback Agreement, (iii) receive service of process in connection with any claims under this Agreement, the Escrow Agreement or the Holdback Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any claims under this Agreement, any Ancillary Agreement or any other documents to be executed and delivered by any of the Sellers, and take all documentsactions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the 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 delivery to any Buyer Indemnitee of the Indemnity Escrow Funds or any portion thereof in satisfaction of claims brought by any Buyer Indemnitee for Losses, (ix) distribute the Indemnity Escrow Funds and any earning and proceeds thereon, and (x) deduct, hold back or redirect any funds, including the Holdback Amount, which may be necessary, convenient or appropriate payable to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications any Seller pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution terms 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 Holdback 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 Engagement (in its capacity as such) in connection with this Agreement and the Seller Ancillary Agreementsor its rights or obligations hereunder. Notwithstanding the foregoing, the The Seller Representative shall have no obligation authority and power to act on behalf of each Seller Indemnitor and each Seller Indemnitee with respect to the Sellersdisposition, except as expressly provided herein, in the Escrow Agreement, in the settlement or other handling of all claims under Article X and all rights or obligations arising under Article X. The Seller Ancillary Agreements Indemnitors and in the Seller Representative Engagement Agreement, Indemnitees shall be bound by all actions and for purposes of clarity, there are no obligations of decisions taken and consents and instructions given by the Seller Representative in connection with Article X, and Buyer and other Buyer Indemnitees and the Escrow Agent shall be entitled to rely on, and shall be relieved from any ancillary agreementliability to any Person for any acts done by them in accordance with, scheduleany such action, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of the Seller Representative. After the Closing, notices or communications to or from the Seller Representative shall constitute a decision for all of the notice to or from each Seller Guarantors Indemnitor and the Sellers under this Agreement, the each Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountIndemnitee.

Seller Representative. Nautic Management V, L.P. (athe “Seller Representative”) Each is hereby constituted to act as, and the Seller Guarantor and each Seller irrevocably appoints Parties do hereby appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive as, the representative, agent and true and lawful attorney-in-fact with full for the Seller Parties and their successors and assigns, effective immediately upon the signing hereof, for all purposes under this Agreement, including those for which the Seller Representative has specific authority hereunder, and the Seller Representative, by its respective signature below, agrees to serve in such capacity. The Seller Representative shall have the power of substitution and authority to do take such actions on behalf of such each Seller Guarantor and such Party as the Seller Representative, in its 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. Notwithstanding any dispute or disagreement among the Sellers as may exist, each Seller Party hereby consents to the taking by the Seller Representative of any and all thingsactions and the making of any decisions required or permitted to be taken by it under this Agreement, including executing and acknowledges and agrees that notice served by the Purchaser to the Seller Representative in accordance with the provisions of this Agreement shall constitute notice to all of the Sellers. Purchaser shall be entitled to deal exclusively with the Seller Representative on all matters relating to this Agreement, 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 the Seller Representative, and on any other action taken or purported to be taken by the Seller Representative, and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments foregoing shall be fully binding upon the Sellers. In no event shall Purchaser have any liability whatsoever to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and any Seller on account of the activities of the Seller Ancillary Agreements; Representative. A majority-in-interest of Seller Parties may elect to appoint another Person as Seller Representative at any time by ten (iii10) administering this Agreement days written notice to Purchaser and such Person shall, from the Seller Ancillary Agreementsdate that is ten (10) days from Purchaser’s receipt of such notice, 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 after such Person’s execution of this Agreement, waivers of conditions have all rights 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 Representative herein. Purchaser shall be entitled to rely on any such appointment in such notice. No change in the Seller Representative shall be effective as against the Purchaser or the Company until the Purchaser or the Company has received written notice thereof. Notwithstanding anything to the contrary set forth in connection with this Agreement, the Escrow Agreement, the Seller Representative’s liabilities and obligations to Purchaser under this Agreement as a Seller shall in no manner be increased to any extent because of its role as Seller Representative Engagement Agreement hereunder 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 hereby and thereby, 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 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 on account of its activities 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 Seller Guarantors and the SellersRepresentative, except for acts of fraud or willful misconduct. The powersSeller Representative’s powers shall include, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.without limitation:

Seller Representative. (a) Each Seller Guarantor and By virtue of the execution of this Agreement, each Seller shall be deemed to have irrevocably appoints designated the Seller Representative to act as such Seller Guarantor’s execute any and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do all instruments or other documents on behalf of such Seller Guarantor Seller, and such Seller to do any and all thingsother acts or things on behalf of such Seller, including executing any and all documentswhich the Seller Representative may deem necessary or advisable, or which may be necessaryrequired pursuant to this Agreement, convenient the Escrow Agreement or appropriate to facilitate otherwise, in connection with the consummation of the Stock PurchaseTransactions and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, the exercise of the power to: (i) receiving negotiate and disbursing payments to be made hereunderexecute the Escrow Agreement on behalf of each Seller; (ii) receiving notices and communications act for each Seller with respect to any purchase price adjustment pursuant to this Agreement and the Seller Ancillary AgreementsSection 2.6; (iii) administering give and receive notices and communications to or from Buyer or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Seller individually); and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to settle any dispute act on behalf of each Seller with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingdisposition, settling settlement or compromising other handling of all 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 Escrow Agreement and all rights 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 obligations arising under this Agreement and the Seller Ancillary Agreements; Escrow Agreement. The Sellers shall be bound by all actions taken and (ix) performing all acts, as contemplated by or deemed advisable documents executed by the Seller Representative in connection with this Agreement and the Escrow Agreement, and Buyer shall be entitled to rely on any action or decision of the Seller Representative. The Seller Representative shall receive no compensation for its services. Notices or communications to or from the Seller Representative shall constitute notice to or from each Seller relating to 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 hereby and thereby, 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 of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability the Transactions (except to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under the extent that this Agreement or the Escrow Agreement expressly contemplates that any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor such notice or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and communication shall be binding on any successor thereto, and shall survive the delivery of an assignment given or received by any such Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountindividually).

Seller Representative. (a) Each Seller Guarantor By virtue of the adoption of this Master Purchase Agreement by execution below and each Seller pursuant to applicable Legal Requirements, the Sellers irrevocably appoints nominate, constitute and appoint the Seller Representative to act as such Seller Guarantor’s their sole and such Seller’s exclusive agent agent, representative and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller take any and all things, including executing actions and make any and all documentsdecisions required or permitted to be taken or made by the Seller Representative under this Master Purchase Agreement and the Escrow Agreement, which may be necessary, convenient including actions or appropriate to facilitate the consummation of the Stock Purchase, includingdecisions with respect to: (i) receiving and disbursing payments to be made hereunderservice of process upon the Sellers; (ii) receiving notices executing and communications pursuant delivering 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 Buyer 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 Person 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 any 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 Sellers any and the Sellers under all instruments, certificates, documents and agreements called for by this Agreement, the Seller Ancillary Agreements, Master Purchase Agreement or the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby; (iii) receiving or providing notices on behalf of the Sellers with respect to any matter or Proceeding arising out of or relating to this Master Purchase Agreement, the Escrow Agreement or the Contemplated Transactions; (iv) negotiating, agreeing to and participating in the defense or prosecution of any settlement, amendment, compromise of any provision or Proceeding set forth in this Article IX and the Escrow Agreement; (v) resolving any questions regarding the Closing Balance Sheet and the Net Working Capital Adjustment Amount; (vi) resolving any questions regarding any Adverse Change Notice and the Adverse Change Adjustment Amount; (vi) agreeing, negotiating, or entering into settlements and compromises of, and shall be final, binding complying with arbitration awards 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 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) court orders arising under this Agreement or the Escrow Agreement; (vii) authorizing release and delivery to a Buyer Indemnified Person from the Escrow Amount of cash payments in satisfaction of any Seller Ancillary Agreement will amounts determined to be considered a payment by Acquiror due and owing to such Buyer Indemnified Person pursuant this Sections 2.5(e), 2.6(e) or 2.7(e) or this Article IX in satisfaction of any claim for indemnification hereunder; (viii) taking all other actions necessary or appropriate in the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to good faith judgment of the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller accomplishment of the whole or foregoing; hereunder; (ix) in connection with any fraction of histhe foregoing actions, her or its interest in engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate to properly discharge the Adjustment Seller Representative’s duties and obligations hereunder and under the Escrow AmountAgreement.

Seller Representative. Xxxxxxx X. Xxxxx (athe “Seller Representative”) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative is hereby constituted to act as such Seller Guarantor’s and such Seller’s exclusive the joint representative, agent and true and lawful attorney-in-fact with full for the Sellers and their successors and assigns, effective immediately after the date hereof, for all purposes under this Agreement and the Escrow Agreement, and the Seller Representative, by its respective signature below, agrees to serve in such capacity. The Seller Representative shall have the power of substitution and authority to do take such actions on behalf of such each Seller Guarantor as the Seller Representative, in its 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 and such the Escrow Agreement. Notwithstanding any dispute or disagreement among the Sellers as may exist, each Seller hereby consents to the taking by the Seller Representative of any and all thingsactions and the making of any decisions required or permitted to be taken by him under this Agreement and the Escrow Agreement, including executing any and acknowledges and agrees that notice served to the Seller Representative in accordance with the provisions of this Agreement or the Escrow Agreement shall constitute notice to all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments Sellers. Purchaser shall be entitled to be made hereunder; (ii) receiving notices and communications pursuant deal exclusively with the Seller Representative on all matters relating to this Agreement and the Escrow Agreement, 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 Ancillary Agreements; by the Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Seller Representative, and all of the foregoing shall be fully binding upon the Sellers. Sellers may elect to appoint another Person as Seller Representative at any time by ten (iii10) administering days written notice to Purchaser and such Person shall, from the date that is ten (10) days from Purchaser’s receipt of such notice, and after such Person’s execution of 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 Escrow Agreement, waivers of conditions have all rights 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 Representative herein. Purchaser shall be entitled to rely on any such appointment in such notice. No change in the Seller Representative shall be effective as against the Purchaser or the Company until the Purchaser or the Company have received written notice thereof. Notwithstanding anything to the contrary set forth in connection with this Agreement, the Escrow Agreement, the Seller Representative’s liabilities and obligations to Purchaser under this Agreement as a Seller shall in no manner be increased to any extent because of his role as Seller Representative Engagement Agreement hereunder 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 hereby and thereby, 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 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 on account of his activities 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 Seller Guarantors and the SellersRepresentative, except for acts of intentional misconduct. The powersSeller Representative’s powers shall include, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.without limitation:

Seller Representative. (a) Each Company Shareholder, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Loo See Yxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Transaction Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 2.7; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller 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 Ancillary AgreementsRepresentative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Company Shareholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Shareholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.17 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Xxxx X. Xxxxxxx, in an individual capacity and not as a Selling Shareholder or Seller, shall be constituted and appointed as agent (“Seller Guarantor Representative”) for 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 the Sellers and the Seller Guarantor Representative shall have the exclusive right, power and such Seller any and all thingsauthority on their behalf, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingto: (ia) receiving resolve and disbursing payments to be made hereunder; (ii) receiving notices settle all claims and communications pursuant disputes relating to this Agreement and the Seller Ancillary Agreements; (iii) administering Escrow Agreement, including claims and disputes over the Purchase Price Adjustment under Section 7.2 of this Agreement, the Earn-Out under Section 7.5 of this Agreement, claims for indemnification under Article 16 of this Agreement and the Seller Ancillary Agreements, including disbursement of the initiation Escrow Funds (as such term is used and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to defined in the purchase price adjustments contemplated by Section 2.3(bEscrow Agreement); (vb) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors give and the Sellers pursuant to Article 12; (vi) agreeing to amendments receive notices under Section 17.6 of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (viic) asserting give and receive notices and communications under the Escrow Agreement to authorize delivery to Purchaser of property from the Escrow Fund in satisfaction of claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claimby Purchaser; (viiid) taking agree to, negotiate, enter into settlements and compromises of, and demand, and represent all Sellers at 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 mediation or deemed advisable by the Seller Representative arbitration in connection with this Agreement, Agreement or the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoingcomply with orders of courts, 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 Agreementmediation settlements, 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 arbitration awards with respect to such claims; (e) take all of the Seller Guarantors other actions and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification exercise all other powers granted to the Seller Representative Group are coupled with an in this Agreement, including any and all actions required or permitted to be taken by the Seller Representative under the Escrow Agreement; and (f) to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to Purchaser. No bond shall be required of the Seller Representative, and will be irrevocable by any the Seller Guarantor Representative shall receive no compensation for his services. Notices or any communications to or from the Seller in any manner Representative shall constitute notice to or for any reason and survive from each of the death, incompetence, bankruptcy Sellers. Any resolution or liquidation settlement of any claims by the Seller and Representative shall be binding on any successor theretoeach Seller who is a party to the claim (i.e., and shall survive the delivery settlement of an assignment by indemnification claim) or is otherwise affected thereby (i.e., reaching agreement with Purchaser regarding any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountPurchase Price Adjustment).

Seller Representative. (a) Each Seller Guarantor By entering into this Agreement and receiving the benefits hereof, each Seller irrevocably appoints Stockholder hereby designates the Seller Representative to act as such Seller Guarantor’s the representative of the Stockholders and such Seller’s exclusive agent and true and lawful as the attorney-in-fact with full power of substitution to do and agent for and on behalf of such each Stockholder with respect to claims for indemnification under Article 9 and the taking by the Seller Guarantor and such Seller Representative of any and all thingsactions and the making of any decisions required or permitted to be taken by the Seller Representative under this Agreement or any ancillary agreement to which such Stockholder is a party, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation exercise of the Stock Purchase, includingpower to: (i) receiving give and disbursing payments receive notices and communications to or from Purchaser (on behalf of itself of any other Purchaser Indemnified Party) relating to this Agreement or any ancillary agreement to which such Stockholder is a party or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or such ancillary agreement expressly contemplates that any such notice or communication shall be made hereundergiven or received by such Stockholder individually); (ii) receiving notices and communications authorize the release or delivery to Purchaser of all or a portion of the Escrow Amount in satisfaction of claims by Purchaser or any other Purchaser Indemnified Party pursuant to this Agreement Articles 2 and the Seller Ancillary Agreements9 (including by not objecting to such claims); (iii) administering agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to, (A) claims by Purchaser or any other Purchaser Indemnified Party pursuant to Article 9 or (B) any dispute between any Purchaser Indemnified Party and any such Stockholder, in each case, relating to this Agreement or any ancillary agreement to which such Stockholder is a party; and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to settle any dispute act on behalf of each Stockholder with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingdisposition, settling settlement or compromising other handling of all 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 Article 9 and the Seller Ancillary Agreements; (vii) asserting claims for all rights or defending claims of indemnification obligations arising under Article 8 9. The Stockholders shall be bound by all actions taken 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 documents executed by the Seller Representative in connection with this AgreementSection 10.16, and Purchaser and other Purchaser Indemnified Parties shall be entitled to rely on any action or decision of the Escrow AgreementSeller Representative. The Seller Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Seller Representative may engage attorneys, accountants and other professionals and experts. The Seller Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Seller Representative Engagement Agreement and based on such reliance shall be deemed conclusively to have been taken in good faith. The individual serving as the Seller Ancillary AgreementsRepresentative may be replaced from time to time by the holders of a majority in interest of the Escrow Amount then on deposit with the Escrow Agent upon not less than ten Business Days’ prior written notice to Purchaser. Notwithstanding No bond shall be required of the foregoingSeller Representative, and the Seller Representative shall have receive no obligation compensation for his services. Notices or communications to act on behalf of or from 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 hereby and thereby, 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 notice to or instruction of Seller Representative as being the decision, act, consent or instruction of from each 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountStockholders.

Seller Representative. (a) Each Seller Guarantor The execution of this Agreement shall constitute irrevocable and unconditional approval of the appointment by each Seller irrevocably appoints of the Sellers of the Seller Representative to act under the terms set forth herein as such Seller Guarantor’s and such each Seller’s exclusive agent and true and lawful agent, proxy and attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and for 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 purposes under 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 . Pursuant to 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 Agreementappointment, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation is authorized to act on behalf of each Seller to (i) take all action necessary or appropriate in connection with 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 determination 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 Purchase Price Adjustment pursuant to Section 2.3 and the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Purchaser pursuant to ARTICLE 10, (ii) give and receive all notices required to be given under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and (iii) execute any agreement or instrument in connection with the transactions contemplated hereby for and therebyon behalf of each Seller, (iv) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Sellers, (v) amend or waive any terms and conditions of this Agreement providing rights or benefits to the Sellers ​ ​ (other than the payment of the Purchase Price in accordance with the terms hereof and in the manner provided herein and provided that no amendment or waiver shall be valid if it shall disproportionately affect any Seller as it relates to any other Seller), and (vi) take any and all additional action as is contemplated to be taken by or on behalf of the Sellers by the terms of this Agreement. The Seller Representative shall not be final, binding and conclusive upon responsible to any Seller for any loss or damage any Seller may suffer by reason of the performance by the Seller Guarantors Representative of its duties under this Agreement, other than loss or damage arising from intentional misconduct or bad faith in the performance of such duties. The Sellers pro rata in accordance with their respective share of the Purchase Price, shall indemnify 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 hold harmless the Seller Representative as being from and against all Liabilities, losses, costs, damages or expenses (including attorneys’ and accountants’ fees) incurred or suffered by the decisionSeller Representative arising out of or otherwise resulting from any action taken or omitted to be taken by the Seller Representative under this Agreement, actother than such Liabilities, consent losses, costs, damages or instruction expenses arising out of each or resulting from the intentional misconduct or bad faith 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative.

Seller Representative. (a) Each Seller Guarantor and Except as otherwise set forth in Section 5.9(i), each Seller irrevocably hereby designates and appoints Seller Representative to act as the representative and attorney in fact of such Seller Guarantor’s and for the sole purpose of acting on such Seller’s exclusive agent behalf with respect to this Agreement, the Subscription Agreements, the Escrow Agreement and true the other documents to be executed and lawful attorney-in-fact with delivered by such Seller under this Agreement (collectively, the “Seller Documents”), including full power of substitution to do and authority 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, includingSeller: (i) receiving to take all actions Seller Representative deems necessary or appropriate in connection with the pre-Closing covenants and disbursing payments agreements of the Sellers set forth in this Agreement and the satisfaction or waiver of Closing conditions under this Agreement, including exercise of the power, authority and discretion conferred on the Sellers under this Agreement to be made hereunderwaive any conditions of this Agreement; (ii) receiving notices to take all actions Seller Representative deems necessary or appropriate in connection with the post-Closing implementation of this Agreement, including defending, negotiating, settling, compromising and communications otherwise handling any claims for indemnification made by a Purchaser Indemnified Party pursuant to Article VII (including authorizing the delivery to the Purchaser of any portion or all of the Indemnification Escrow Deposit in satisfaction of any such indemnification claims), pursuing or responding to litigation and complying with orders of courts with respect to any claims made hereunder; and (iii) to take all other actions Seller Representative deems necessary or appropriate in connection with the foregoing, including entering into or providing any amendments, modifications or waivers with respect to this Agreement and the other Seller Ancillary Agreements; (iii) administering this Agreement Documents and the Seller Ancillary Agreementsgiving and receiving notices, 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) resolvingrequests, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreementdemands, 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 communications 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 hereby and thereby, and The Purchaser Indemnified Parties shall be finalentitled to rely conclusively on all statements, binding representations 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 decisions of Seller Representative as being those of the decisionSellers, actwithout any independent investigation or verification. Seller Representative may resign at any time by giving thirty (30) days’ notice to the Purchaser and the Sellers, consent and Seller Representative may be removed at any time by the Sellers; provided, however, in no event shall Seller Representative resign or instruction be removed without the Sellers having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of each Seller Representative. If Seller Representative is dissolved, resigns or otherwise becomes incapable of fulfilling its obligations under any of the Seller Guarantors and Documents, the Sellers shall promptly, but in any event within five (without investigation5) and none of Acquiror Business Days appoint a new Seller Representative. Sellers shall promptly, but in any event within five (5) Business Days after appointing a new Seller Representative deliver or any of its Affiliates or Representatives shall have any liability cause to any be delivered to the Purchaser a notice identifying the new Seller Guarantor or any Seller as a result of such relianceRepresentative. Any payment notice sent by Acquiror the Purchaser to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered prior to receipt of a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the notice identifying a new Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers.

Seller Representative. (a) Each Seller Guarantor has and each does hereby irrevocably appoint Blake Production Company, Inc. (the “Seller irrevocably appoints Seller Representative to act Representative”) as such Seller Guarantor’s and such Seller’s exclusive the agent and true and lawful attorney-in-fact with full power of substitution to do on behalf each Seller for the purposes of acting in the name and stead of such Seller Guarantor in: (a) giving and such Seller receiving all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all things, including executing any and all documents, which may be necessary, convenient notices required or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments permitted to be made hereunderby Buyer to Sellers or any Seller hereunder shall be deemed to be duly made by Buyer upon providing such notice to Sellers’ Representative as provided in this Section 17); (iib) acting on each Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreement with Buyer as to any amendments to this Agreement which the Seller Representative may deem necessary or advisable, including but not limited to the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (d) receiving notices and communications payments under or pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of disbursements thereof to 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 actsSeller, as contemplated by or deemed advisable this Agreement, and setting aside 25 portions of such payments reasonably determined by the Seller Representative to be necessary or appropriate as a reserve to make payments required under this Agreement or to fund out-of-pocket expenses (including the fees and expenses of counsel) incurred in connection with the performance of the Seller Representative’s duties under this Agreement; (e) with respect to any indemnification claims, purchase price adjustment provisions, title and environmental defect processes and all other matters arising under this Agreement, the Escrow (i) disputing or refraining from disputing, on behalf of any Seller relative to any amounts to be received by any Seller under this Agreement or any agreements contemplated hereby, or any claim made by Buyer under this Agreement, (ii) negotiating and compromising, on behalf of each Seller, any dispute, controversy or dispute that may arise under, and exercise or refrain from exercising any rights or remedies available under, this Agreement, and (iii) executing, on behalf of each Seller, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Seller on the one hand and the Seller Representative Engagement Agreement on the other hand; and (f) performing those actions or exercising those powers otherwise specifically provided to the Seller Ancillary Agreements. Notwithstanding Representative pursuant to the foregoingterms of this Agreement; provided, however, that, in each case, the Seller Representative shall have no obligation not take any action adverse to act on behalf of the Sellers, except as expressly provided herein, any Seller unless such action is also taken proportionately with respect to each other Seller. Notices delivered in the Escrow Agreement, in the Seller Ancillary Agreements accordance with Section 17.c. and in communications to or from the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit shall constitute notice to or the Company Disclosure Letterfrom each Seller. A Any decision, act, consent or instruction of the Seller Representative (acting in its capacity as the Seller Representative) shall constitute a decision for all of the each Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingeach Seller, and Acquiror, its Affiliates and Representatives Buyer may rely upon any such decision, act, consent or instruction of instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representative as being is required or permitted, the decisionSeller Representative is authorized to act on behalf of such Seller, actnotwithstanding any dispute or disagreement among the Sellers, consent and Buyer shall be entitled to rely on any and all action taken by the Seller Representative under this Agreement without any liability to, or instruction obligation to inquire of, any Seller, notwithstanding any knowledge on the part of each Buyer of any such dispute or disagreement; and (ii) the appointment 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are is coupled with an interest and will shall be irrevocable by any Seller Guarantor or any each Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountreason.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and HoldCo, by virtue of such Seller’s exclusive and HoldCo’s execution of this Agreement, hereby irrevocably appoint the Seller Representative, and the Seller Representative hereby accepts such appointment, as agent and true and lawful attorney-in-fact for each Seller and HoldCo, with full power and authority in the name of substitution to do and for and on behalf of each such Seller Guarantor and such Seller any and all thingsHoldCo, 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, serve as contemplated by or deemed advisable by the Seller Representative in connection with under this Agreement, the Escrow other Transaction Documents and any other agreements contemplated hereby or thereby and to exercise the power and authority to act on behalf of, and in the name of, HoldCo or such Seller with respect to all matters relating to this Agreement, the Seller Representative Engagement Agreement other Transaction Documents or such other agreements, and the Seller Ancillary Agreementstransactions contemplated hereunder or thereunder (including the execution and delivery of the Escrow Agreement on behalf of the Sellers and HoldCo). Notwithstanding Without limiting the generality of the foregoing, the Seller Representative shall have no obligation is hereby granted the power and authority by each Seller and HoldCo to act (i) negotiate and enter into amendments to this Agreement, the other Transaction Documents and any other agreements contemplated hereby or thereby for itself (in his capacity as the Seller Representative) and on behalf of such Seller and HoldCo; (ii) act on each Seller’s and HoldCo’s behalf in any dispute, litigation, or arbitration involving Article IX or the Sellers, except as expressly provided herein, in the Escrow other provisions of this Agreement, in the Seller Ancillary Agreements and in other Transaction Documents or such other agreements or any document delivered to the Seller Representative Engagement Agreementin such capacity pursuant hereto or thereto; (iii) object to any Claims by the Buyer or the Buyer Indemnitees against the Escrow Fund; (iv) acquire insurance with respect of any potential Claims made by an Indemnified Party; (v) employ and obtain the advice of legal counsel, accountants and for purposes other professional advisors as the Seller Representative, in his sole discretion, deems necessary or advisable in the performance of clarityhis duties as the Seller Representative and to rely on their advice and counsel; (vi) incur expenses, there are no obligations including fees of brokers, attorneys and accountants as the Seller Representative, in his sole discretion, deems advisable in the performance of his duties as the Seller Representative; (vii) authorize the release of the Seller Representative in any ancillary agreement, schedule, exhibit Amount or the Company Disclosure Letter. A decisionEscrow Amount or otherwise control the Seller Representative Amount; and (viii) to do or refrain from doing all such further acts and things, actand execute all such documents, consent or instruction of as the 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 deem necessary or appropriate in connection with the transactions contemplated hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amounthereby.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Sxxxxx Xxxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.15; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller 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 Ancillary AgreementsRepresentative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.14 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor The Seller, on behalf of itself and each Seller its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints R. Axxx Xxxxxxx, in the capacity as the Seller Representative to act Representative, as each such Seller GuarantorPerson’s and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution to do act in the name, place and stead of such Person, to act on behalf of such Seller Guarantor Person from and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate after the consummation of the Stock Purchase, includingClosing in connection with: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Seller Consideration adjustments under Section 1.5; (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 signing on behalf of such Person any disputes releases or claims; (iv) making determinations to settle any dispute other documents with respect to any dispute or remedy arising after 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 Closing under this Agreement and the Seller or any 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 Documents to which the Seller Representative is a party or otherwise has rights in connection such capacity (together with this Agreement, the Escrow Agreement“Seller Representative Documents”); (iii) 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 the Seller Representative Engagement Agreement and to rely on their advice and counsel; (iv) 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 out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (v) otherwise enforcing the rights and obligations of any such Persons after the Closing under any Seller Ancillary Agreements. Notwithstanding Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the foregoing, Parties acknowledge that the Seller Representative shall have no obligation is specifically authorized and directed to act on behalf of, and for the benefit of, the members of Seller (after giving effect to the Sellers, except as expressly provided herein, in the Escrow Agreement, in Reorganization). All decisions and actions by the Seller Ancillary Agreements and in Representative, including any agreement between the Seller Representative Engagement Agreementand Purchaser Representative relating to any disputes under Section 1.5, shall be binding upon the Seller and its Subsidiaries, successors and assigns, and for purposes neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of clarity, there this Section 10.15 are no obligations irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement. In the event of any distribution of the Seller Representative in any ancillary agreement, schedule, exhibit Consideration Units or the Company Disclosure Letter. A decision, act, consent or instruction shares of Seller Representative shall constitute a decision for all of Purchaser Class V Common Stock by the Seller Guarantors and to its members after the Sellers under this AgreementClosing, the Seller Ancillary Agreementsmembers of Seller, the Escrow Agreementas a condition to receiving such distribution, shall irrevocably appoint the Seller Representative Engagement Agreement as their agent, attorney-in-fact and representative, with the transactions contemplated hereby indemnities, immunities, releases and thereby, and shall be final, binding and conclusive upon powers granted by 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 under this Section 10.15 (with the obligations of such decision, act, consent or instruction of Seller Representative as members being pro rata among the decision, act, consent or instruction of each of members based on 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 relianceConsideration Units received). 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.66

Seller Representative. (a) Each Seller Guarantor Company Stockholder and each holder of an Earnout Warrant, by delivery of a Letter of Transmittal and approval of the Merger and this Agreement, each holder of Company Options in accordance with the terms of the Company Equity Plan, as applicable, on behalf of itself and its successors and assigns, and without any further action of any of the Company Security Holders or the Company, hereby irrevocably constitutes and appoints Fortis Advisors LLC, in its capacity as the Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor Person under the terms and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation provisions 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 other Ancillary Documents to which the Seller Ancillary AgreementsRepresentative 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 do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Seller Representative Documents, including: (i) controlling and making any determinations relating to the Earnout Statement pursuant to Section 1.16; (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 Representative Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder 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 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 the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses (on behalf of the Company Security Holders), 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; 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. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the SellersCompany Security Holders, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement AgreementDocuments, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreementAncillary Document, schedule, exhibit or the Company Disclosure Letter. A decisionSchedules, act, consent or instruction of Seller Representative shall constitute a decision for all except as expressly set forth in any of the Seller Guarantors foregoing which is executed and the Sellers under this Agreement, delivered by the Seller Ancillary Agreements, the Escrow Agreement, Representative. All decisions and actions by the Seller Representative Engagement Agreement and under the transactions contemplated hereby and thereby, and Seller Representative Documents shall be final, binding and conclusive upon the Seller Guarantors and Sellers each Company Security Holder and their respective successors and assigns as if expressly confirmed and ratified and confirmed in writingwriting by such Company Security Holder, and Acquirorneither they nor any other Party shall have the right to object, its Affiliates and Representatives may rely upon any such decisiondissent, actprotest or otherwise contest the same. The provisions of this Section 9.15, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each 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 Seller Guarantors and the Sellers. The powers, immunities and rights right to indemnification granted to the Seller Representative Group hereunder: (i) are irrevocable and coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and shall survive the death, incompetence, bankruptcy or liquidation of any Seller Company Security Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Seller Company Security Holder of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountEarnout Shares. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each of the Sellers, for himself, and for his heirs, legal representatives, successors and assigns, hereby irrevocably nominates, constitutes and appoints Jack Aviv as the "Seller Guarantor Representative" with full discretionary poxxx and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s authority and without any further consent of such Seller’s exclusive agent , and true and lawful attorney-in-fact with full power of substitution substitution, for and on such Seller's behalf and in such Seller's name, place and stead, to do on behalf of such Seller Guarantor perform and such Seller any consummate all acts and all things, including executing any and all documents, which transactions as may be necessaryrequired, convenient permitted or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments contemplated to be made hereunder; (ii) receiving notices and communications performed by Sellers 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 The Seller Representative shall have no obligation liability to Sellers for anything done or omitted to be done by him hereunder in his capacity as Seller Representative except for his willful misconduct, gross negligence or bad faith. Each of Rheometric, Acquisition Sub and the Surviving Corporation shall be entitled to rely, as being binding upon Sellers, upon any document, instrument or other communication believed by it to be genuine or correct and to have been signed or sent by the Seller Representative and none of Rheometric, Acquisition Sub or the Surviving Corporation shall be liable to any Seller for any action taken or omitted to be taken by Rheometric, Acquisition Sub or the Surviving Corporation based upon such reliance. All actions required, permitted or contemplated to be performed by Sellers under this Agreement may only be performed by the Seller Representative. Jack Aviv agrees to act as Seller Representative on behalf of Sellers. Xach of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in Sellers listed on Schedule B hereto acknowledges that the Seller Representative Engagement Agreement, is such Seller's purchaser representative (as defined in Rule 501(h) promulgated under the Securities Act) in connection with evaluating the merits and for purposes of clarity, there are no obligations risks of the Seller Representative prospective investment 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRheometric.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Dx. Xxxxxxxxxx Xxxxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 2.11; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, 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); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the 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; (viviii) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Stockholders under this Agreement and to distribute 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 same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ix) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and ParentCo Representative, ParentCo or Kernel shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15(a) are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor and each stockholder of the Company, by virtue of the adoption of this Agreement and approval of the Merger by the holders of Company Common Stock (regardless of whether or not all stockholders vote in favor of or consent to the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx (each, a “Seller irrevocably appoints Committee Representative” and together with any successors, the “Seller Representative”) as his, her or its joint representatives for purposes of this Agreement. There shall not at any time be more or less than two (2) Seller Committee Representative. The Seller Committee Representatives, acting jointly, shall be deemed the Seller Representative hereunder, and all actions required or permitted to act as such be approved by, and taken by, the Seller Guarantor’s Representative shall be deemed approved if and such Seller’s exclusive agent only if approved unanimously by the Seller Committee Representatives. The holders of Company Common Stock and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller their respective successors shall be bound by any and all things, including executing any and all documents, which may be necessary, convenient actions taken by the Seller Representative on their behalf under 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 otherwise relating 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 other documents 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 hereby and the transactions contemplated hereby hereunder and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors thereunder as if such actions were expressly ratified and confirmed by each of them in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of . The Seller Representative shall not be liable to any holder of Company Common Stock for any act done or omitted to be done as being Seller Representative absent bad faith or gross negligence. In the decisionevent any Seller Committee Representative is unable or unwilling to serve or shall resign, act, consent or instruction a successor Seller Committee Representative shall be selected by the holders of each a majority of the shares of Company Common Stock outstanding immediately prior to the Closing. A Seller Guarantors Committee Representative may not resign, except upon 30 days prior written notice to Buyer and Merger Sub. In the Sellers event of a notice of proposed resignation, or any death, disability or other replacement of a Seller Committee Representative, a successor shall be appointed effective immediately thereafter (without investigationand, in the case of a death of a Seller Committee Representative, the successor shall be deemed to be the executor or other representative of such Seller Committee Representative’s estate) and none of Acquiror or any of its Affiliates or Representatives Buyer and Merger Sub shall have any liability to any Seller Guarantor or any Seller as a result be notified promptly of such relianceappointment by the other Seller Committee Representative. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or No resignation, nor any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powersother replacement, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller Committee Representative is effective against the Buyer or Merger Sub until selection of a successor and prior written notice to the Buyer and Merger Sub of such selection (such consent not to be unreasonably withheld). Each successor Seller Committee Representative shall be binding on any successor theretohave all the power, rights, authority and shall survive privileges hereby conferred upon the delivery of an assignment by any original Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountCommittee Representative.

Seller Representative. (a) Each Seller Guarantor Party hereby irrevocably constitutes and each Seller irrevocably appoints the Seller Representative to act as such Seller GuarantorParty’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with fact. Without limiting the generality of the foregoing, the Seller Representative has full power of substitution to do and authority, on behalf of such each Seller Guarantor Party and such its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered on behalf of the Seller any Parties in connection herewith, (ii) execute and deliver and receive deliveries of all thingsagreements, including executing any certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and all documents, which may other documents required or permitted to be necessary, convenient or appropriate to facilitate given in connection with the consummation of the Stock Purchasetransactions contemplated by this Agreement, 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 receive service of process in connection with any claims under this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute agree to, negotiate and enter into settlements and compromises of, assume the 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 purchase price adjustments contemplated by Section 2.3(b); judgment of the Seller Representative for the accomplishment of the foregoing, (v) resolvinggive and receive notices and communications, 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 take all actions necessary or appropriate in 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 judgment of the Seller Guarantor and the Sellers under this Agreement and Representative on behalf of the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative Parties in connection with this Agreement, (vii) make any determinations and settle any matters in connection with the Escrow Agreement, adjustments to 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 Purchase Price contemplated herein, in and (viii) deduct, hold back and/or redirect any funds which may be payable to any Seller Party pursuant to the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes terms 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 hereby and thereby, 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 of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates agreements or Representatives shall have documents executed and delivered in connection herewith in order to pay, or establish a reserve for, (A) any liability to amount that may be payable by such Seller Party hereunder or (B) any Seller Guarantor or any Seller as a result of such reliance. Any payment costs, fees, expenses and other liabilities incurred by Acquiror to the Seller Representative (in such capacityits capacity as such) under in connection with this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and its rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountobligations hereunder.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints EON Reality, Inc., in its capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.15; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, 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); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the 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; (vi) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hereby accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor Party hereby authorizes, directs and each Seller irrevocably appoints Xxxx X. Xxxxxxx as the Seller Representative to act as such Seller Guarantor’s its sole and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution regarding any matter relating to do or arising after the date hereof under this Agreement, including determining, giving and receiving notices and processes hereunder, entering into any Contracts and delivering any documents required or and contesting and settling any and all claims or disputes under Section 3.4 and for indemnification under ARTICLE X hereof, resolving any other disputes hereunder, performing the duties assigned to the Seller Representative hereunder, making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, letters and other writings, and, in general, doing any and all things and taking 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, the Escrow Agreement and all other Ancillary Agreements and to engage and employ Representatives and to incur such other expenses as the Seller Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Seller Representative shall have the sole and exclusive right on behalf of such any Seller Guarantor Party or Seller Indemnified Party to take any action or provide any waiver or receive any notice, in each case with respect to any claims or disputes under Section 3.4 and such Seller any for indemnification under ARTICLE X 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 claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Seller Representative, shall be absolutely and irrevocably binding on each Seller Party as if such Seller Party had taken such action, exercised such right, power or authority or made such decision or determination in such Seller Party’s individual capacity, and no Seller Party shall have the right to object, dissent, protest or otherwise contest the same. Except to the purchase price adjustments contemplated extent this Agreement obligates any Seller Party to take action following the Closing, any action required to be taken by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and Parties hereunder after the Sellers pursuant date of this Agreement or any action which the Seller Parties, at their election, have the right to Article 12; (vi) agreeing to amendments take hereunder after the date 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 shall be taken only by the Seller Representative in connection with this Agreement, the Escrow Agreement, the and no Seller Representative Engagement Agreement and the Party acting on such 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 hereby and thereby, and Party’s own 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 entitled to take any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountaction.

Seller Representative. (a) Each Shareholder Representative Services LLC is hereby appointed as the Seller Guarantor Representative, with full power and authority on each Seller Selling Equityholder’s behalf, to (i) pay each such Selling Equityholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (ii) receive, give receipt and disburse any funds received hereunder on behalf of or to each such Selling Equityholder, (iii) hold back from disbursement to all of Selling Equityholders collectively any such funds to the extent it reasonably determines may be necessary or required under the terms and conditions of this Agreement or applicable Law, (iv) execute and deliver on behalf of each such Selling Equityholder, all documents contemplated herein, and any amendment or waiver hereto, (v) negotiate, settle, compromise and otherwise handle all disputes with any Buyer Indemnified Party under this Agreement, including without limitation, disputes regarding any adjustment pursuant to Section 2.5 and any claims made by any Buyer Indemnified Party pursuant to ARTICLE X and (vi) give and receive notices on behalf of Selling Equityholders collectively, including without limitation, any notice of a claim for which indemnification is sought by Selling Equityholders collectively pursuant to ARTICLE X and (vii) do each and every act and exercise any and all rights which Selling Equityholders collectively are permitted or required to do or exercise under this Agreement. Selling Equityholders, by accepting the consideration payable to them hereunder, irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful grant unto said attorney-in-fact with and agent full power of substitution and authority to do on behalf of such Seller Guarantor and such Seller any perform each and all things, including executing any every act and all documents, which may be thing necessary, convenient or appropriate to facilitate the consummation of the Stock Purchasetransactions contemplated hereby and, including: in the case of the Selling Optionholders, such power and authority (iincluding the right to pursue any Related Claims in such Selling Optionholder’s favor) receiving shall be assigned and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and exclusively vested in the Seller Ancillary Agreements; (iii) administering this Agreement Representative. Such agency and proxy are coupled with an interest, and are therefore irrevocable without the Seller Ancillary Agreements, including the initiation consent of holder. Selling Equityholders shall be bound by all actions taken 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 documents executed by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the other agreements contemplated hereby, and Buyer and the other Buyer Indemnified Parties shall be entitled to rely, with no duty of inquiry, on any action or decision of the Seller Ancillary AgreementsRepresentative. Notwithstanding After the foregoingClosing, notices or communications to or from the Seller Representative shall have no obligation constitute notice to act on behalf or from each of Selling Equityholders. Notwithstanding anything in this Section 11.16 or 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 if an issue 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 hereby and thereby, 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 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) allegation arises under this Agreement or any Ancillary Document that affects the liability of only one (1) Seller Ancillary Agreement will (including an alleged breach of any representation and warranty or covenant by only one (1) Seller), such issue and all decisions related thereto shall be considered a payment dealt with and made, as applicable, by Acquiror to the Seller Guarantors in question and the Sellers. The powers, immunities and rights to indemnification granted to not the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative.

Seller Representative. (a) Each Seller Guarantor and By the execution of this Agreement, each Seller hereby irrevocably constitutes and appoints CH Seller Representative to act (“Seller Representative”) as such Seller Guarantor’s its agent, proxy, and such Seller’s exclusive agent and true and lawful attorney-in-fact with for each of the Seller Group Members for all purposes authorized under this Agreement, including the full power and authority on behalf of substitution the Seller Group Members (i) to do direct or disburse any payments to be made to the Sellers hereunder; (ii) to endorse and deliver any certificates or instruments representing the Purchased Interests and the Blocker Interests and execute such further instruments of assignment as Buyer or Parent shall reasonably request; (iii) to execute and deliver on behalf of such Seller Guarantor and such Seller Group Member any and all things, including executing any and all documents, which may be necessary, convenient amendment 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 claimswaiver hereto; (iv) making determinations (A) to settle any dispute with respect or refrain from disputing, or to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingdeliver instructions, 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 such 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 hereby and thereby, 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 of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability Group Member relative to any amounts to be received by the applicable 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 Ancillary Agreement, or any claim made by Buyer or Parent under this Agreement or any Ancillary Agreement, (B) to negotiate and compromise, on behalf of any Seller Group Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any Ancillary Agreement, and (C) to execute, on behalf of each Seller Group Member, any settlement agreement, release or other document with respect to such dispute or remedy; (v) to engage attorneys, accountants, agents or consultants on behalf of the Seller Group Members in connection with this Agreement or any Ancillary Agreement will be considered a payment by Acquiror and pay any out-of-pocket fees related thereto; and (vii) to do each and every act and exercise any and all rights which such Seller Group Member individually or collectively with the other Seller Guarantors and Group Members are permitted or required to do or exercise in the Sellers. The powers, immunities and rights to indemnification granted to the judgment of Seller Representative Group to accomplish any of the foregoing or as contemplated by this Agreement or any Ancillary Agreement. Each Seller agrees that such agency and proxy are coupled with an interest interest, are therefore irrevocable without the consent of Seller Representative and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and shall survive the death, incompetenceincapacity, bankruptcy bankruptcy, dissolution or liquidation of any such Seller or its successors and assigns. All decisions and actions by Seller Representative (to the extent authorized by this Agreement) shall be binding upon all of the Seller Group Members, and no Seller Group Member shall have the right to object, dissent, protest or otherwise contest the same. (b) Each Seller agrees that Xxxxx and Parent shall be entitled to rely on any successor theretoaction taken by Seller Representative, and shall survive the delivery on behalf of an assignment by any such Seller of the whole or any fraction of hisGroup Member, her or its interest in the Adjustment Escrow Amount.pursuant to Section

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Sxxxxxx Xxxxx, in its capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.13; (ii) receiving notices and communications pursuant to this acting on behalf of such Person under the Escrow Agreement and the Seller Ancillary Agreementsor Purchase Price Escrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller 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 Ancillary AgreementsRepresentative, including will be taken in the initiation 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 resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments 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 this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.14 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hereby accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each The Seller Guarantor and each Seller irrevocably hereby appoints the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive the representative, agent and true and lawful attorney-in-fact of Seller and each securityholder of Seller for all purposes in connection with full power this Agreement and the transactions contemplated hereby. In addition, by voting in favor of substitution to do on behalf the adoption of such Seller Guarantor this Agreement, the approval of the principal terms hereof, 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) transaction or participating in the transaction and/or 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 Agreementsbenefits thereof, including the initiation right to receive the consideration payable in connection herewith, each securityholder of Seller shall be deemed to have approved the designation of, and resolution hereby designates, Shareholder Representative Services LLC as the Seller Representative. The Seller Representative may resign at any time. The Seller Representative will incur no liability of any disputes or claims; (iv) making determinations to settle any dispute kind with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling any action 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 omission by the Seller Representative in connection with the Seller Representative’s services in connection with this Agreement, except in the Escrow event of liability directly resulting from the Seller Representative’s bad faith, gross negligence or willful misconduct. The Seller and the Seller’s securityholders will indemnify, defend and hold harmless the 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”) 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 that any such Representative Loss is finally adjudicated to have been directly caused by the bad faith, gross negligence or willful misconduct of the Seller Representative, the Seller Representative Engagement Agreement and will reimburse the applicable Seller Ancillary Agreementsor Seller securityholder the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. Notwithstanding the foregoing, In no event will the Seller Representative shall have no obligation be required to act advance its own funds on behalf of the Sellers, except as expressly provided herein, in Sellers or otherwise. The foregoing indemnities will survive the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations resignation or removal of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction termination 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor (excluding Operator) hereby constitutes and each Seller irrevocably appoints Seller Representative to act Operator as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful agent, representative and attorney-in-fact with full power hereunder (including under any escrow agreement entered in connection herewith, under which Operator will serve as the party thereto on behalf of substitution Sellers) (the “Seller Representative”), to do act in the name and on behalf of such Seller Guarantor to take any action authorized or required to be taken by the Seller Representative pursuant to the terms of this Agreement. Without limiting the foregoing, and notwithstanding anything in this Agreement to the contrary, each Seller agrees that Operator shall be authorized on such Seller any Seller’s behalf and all responsible hereunder, to, among other things, (a) deliver and receive all notices, statements, reports, and other information given by or addressed to Sellers hereunder, (b) receive all amounts payable to Sellers hereunder, (c) make, on a joint basis, all decisions, elections and similar rights that Sellers are entitled to make hereunder (including executing any decisions, elections 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 similar rights with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against Allocated Values of the Seller Guarantors Assets and the Sellers pursuant allocation of the Purchase Price amongst Sellers, and any amendments 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 (ixd) 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 otherwise perform all of the obligations of Seller Guarantors and the Sellers under this Agreement. Operator shall be responsible for delivering to each Seller all such notices, the Seller Ancillary Agreementsstatements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and therebyreports, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingother information, and Acquirordisbursing to Sellers their respective proportionate shares of all amounts received by Operator on their behalf. OPERATOR AGREES TO INDEMNIFY, its Affiliates and Representatives may rely upon any such decisionDEFEND AND HOLD HARMLESS, actAND EACH SELLER RELEASES, consent or instruction of Seller Representative as being the decisionBUYER AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL LIABILITIES IN FAVOR OF SUCH SELLER ARISING OUT OF, actOR RESULTING IN ANY WAY FROM, consent or instruction of each 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 Seller Guarantors and the Sellers. The powersTHE PERFORMANCE AND DISCHARGE, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the deathOR THE FAILURE TO PERFORM OR DISCHARGE, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountBY OPERATOR OF ITS RESPONSIBILITIES UNDER THIS SECTION 14.14.

Seller Representative. (a) Each Company Holder Participant, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxxx, in the capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative shall deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to whether the Earnout Milestones have been achieved and Earnout Shares are to be made hereunderissued under Section 1.10; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Holder Participants in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, shall be taken in the same manner with respect to all Company Holder Participants unless otherwise agreed by each Company Holder Participant who is subject to any disparate treatment of a potentially material and adverse nature); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the 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) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Holder Participants under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Holder Participants in accordance with their Company Holder Participant Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and Pubco and/or the Purchaser, shall be binding upon each Company Holder Participant and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.16 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative xxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Effective upon the execution of this Agreement, and without any further act of any Seller Guarantor and each Seller irrevocably appoints or Falcon, the Seller Representative to act is hereby irrevocably appointed as such Seller Guarantor’s the representative, agent, proxy, and such Seller’s exclusive agent attorney in fact (coupled with an interest) for all the Sellers and true and lawful attorney-in-fact with Falcon for all purposes under this Agreement including the full power and authority on the Sellers’ and Falcon’s behalf, as applicable: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of substitution doubt, the adjustment of the Closing Cash Proceeds contemplated by Section 2.04), (iii) to do receive and disburse to, or caused to be received or disbursed to, any Seller or Falcon any funds received on behalf of such Seller Guarantor and such or Falcon under this Agreement (including, for the avoidance of doubt, any portion of the Enterprise Value) or otherwise, (iv) to withhold any amounts received on behalf of any Seller pursuant to this Agreement or to satisfy any and all thingsobligations or liabilities of any Seller or the Seller Representative in the performance of any of their commitments hereunder, including executing (v) to execute and deliver any and all documents, which may be necessary, convenient amendment 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 waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Seller Ancillary Agreements; or Falcon), (iiivi) administering to receive and disburse to, or cause to be received or disbursed to, any individual any funds received on behalf of such individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Seller or Falcon in connection with this Agreement and the Seller Ancillary Agreementsother agreements, including instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without 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 consent of the Seller Guarantor Representative and shall survive the Sellers under this Agreement death, incapacity, bankruptcy, dissolution or liquidation of each Seller and the Seller Ancillary Agreements; Falcon. All decisions and (ix) performing all acts, as contemplated by or deemed advisable actions by the Seller Representative in connection with this Agreementshall be binding upon each Seller and Falcon, and no Seller or Falcon shall have the Escrow Agreementright to object, dissent, protest or otherwise contest the Seller Representative Engagement Agreement and the Seller Ancillary Agreementssame. Notwithstanding the foregoing, the The Seller Representative shall have no obligation to act on behalf of the Sellersduties or obligations hereunder, including any fiduciary duties, except as expressly provided those set forth herein, in and such duties and obligations shall be determined solely by the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes express provisions 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By virtue of the execution and delivery of this Agreement, each Seller irrevocably appoints Seller Representative of the Selling Securityholders (and, prior to act the Closing, the Company) shall be deemed to have agreed to appoint [***] as such Seller Guarantor’s and such Seller’s exclusive its representative, agent and true and lawful attorney-in-fact with full power of substitution to do fact, as the Seller Representative for and on behalf of the Selling Securityholders and Optionholders (and, prior to the Closing, the Company) for purposes of acting in the name and stead of such Seller Guarantor Selling Securityholder and such Seller any Optionholders in connection with this Agreement and all thingsthe Related Agreements, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving giving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to and acting on the Selling Securityholders’ behalf hereunder for all purposes in connection with this Agreement and the Seller Ancillary Related Agreements; , (ii) employing legal counsel on behalf of the Selling Securityholders, (iii) administering this Agreement paying any legal, accounting, investment banking, or other fees and expenses incurred by the Seller Ancillary AgreementsRepresentative on the Selling Securityholders’ behalf in consummating the Transactions, including the initiation and resolution of any disputes or claims; (iv) making determinations authorizing payment to settle any dispute Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Indemnified Party, (v) objecting to such payments, (vi) prosecuting, defending, negotiating, or settling claims arising under this Agreement, (vii) demanding arbitration and complying with orders of courts and awards of arbitrators with respect to the purchase price adjustments contemplated by Section 2.3(b); such claims, and (vviii) resolvingmaking, settling or compromising claims for indemnification asserted against executing, acknowledging and delivering all such contracts, orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions, which the Seller Guarantors Representative, in its sole discretion, may consider necessary or proper in the best interests of the Selling Securityholders and Optionholders in connection with or to carry out the Sellers pursuant to Article 12; (vi) agreeing to amendments terms of this Agreement, waivers of conditions as fully as if such Selling Securityholders and obligations under this Agreement Optionholders were personally present and acting. Such agency may be changed by the Selling Securityholders and Optionholders from time to time upon not less than [***] prior written notice to Purchaser; provided, however, that the Seller Ancillary Agreements; (vii) asserting claims for or defending claims Representative may not be removed unless Selling Securityholders and Optionholders entitled to two-thirds of indemnification under Article 8 the Purchase Price agree to such removal and resolving, settling or compromising any such claim; (viii) taking any other actions to the identity of the substituted agent. No bond shall be required of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by Representative. Notices 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, communications to or from the Seller Representative shall have no obligation constitute notice to act on behalf of or from the SellersSelling Securityholders and Optionholders (and, except as expressly provided herein, in prior to 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 AgreementClosing, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountCompany).

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxxxxxx Xxxxxxxxx, in the capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and disbursing payments obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to be made hereunderall Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) receiving notices and communications pursuant signing on behalf of such Person any releases or other documents with respect to this Agreement and the any dispute or remedy arising under any Seller Ancillary AgreementsRepresentative Document; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute with respect incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the purchase price adjustments transactions contemplated by Section 2.3(b)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; (v) resolving, settling receiving all or compromising claims for indemnification asserted against any portion of the Seller Guarantors and consideration provided to the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations Company Stockholders under this Agreement and to distribute 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 same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ixvi) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hereby accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor In addition to the other rights and each Seller irrevocably appoints authority granted to the Seller Representative elsewhere in this Agreement, all of the Seller collectively and irrevocably hereby constitute and appoint the Seller Representative as their agent and representative to act as such Seller Guarantor’s from and such Seller’s exclusive agent after the date hereof 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 things and execute any and all documents, documents which the Seller Representative determine may be necessary, convenient or appropriate in connection with the transactions contemplated by this Agreement or otherwise to facilitate perform the consummation of duties or exercise the Stock Purchaserights granted to the Seller Representative hereunder, including: (i) receiving execution of any documents and disbursing payments certificates pursuant to be made hereunderthis Agreement; (ii) receiving receipt of payments under or pursuant to this Agreement and disbursement thereof to the Seller, Purchaser, any Indemnitee and any other Person, including giving any instructions to the Escrow Agent; (iii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of all or any of the Seller, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Seller Ancillary Agreements; (iii) administering Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the Seller Ancillary Agreements, including the initiation and resolution execution or delivery of any disputes documents that may be necessary 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 12appropriate in connection therewith; (vi) agreeing to amendments of this Agreement(A) disputing or refraining from disputing, 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 Seller relative to any amounts to be received or paid by 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 hereby and thereby, 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 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 agreement contemplated hereby, any claim made by Purchaser, Purchaser Representative or Pubco under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each the Seller, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of the Seller, any settlement agreement, release or other document with respect to such dispute or remedy; (vii) engaging attorneys, accountants, agents or consultants on behalf of the Seller Ancillary in connection with this Agreement will be considered a payment by Acquiror or any other agreement contemplated hereby and paying any fees related thereto; (viii) managing, controlling, defending and settling on behalf of an Indemnitor any indemnification claims against any of them under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ix) making on behalf of such Person any determinations and taking all actions on their behalf relating to the Seller Guarantors and determination of Finally Determined Exchange Shares, the Sellers. The powers, immunities and rights to indemnification granted adjustment to the Seller Representative Group are coupled Exchange Consideration under Section 2.5 and any disputes with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor respect thereto, and shall survive the delivery of an assignment by any Seller release of the whole or any fraction Escrow Property under Section 2.4; and (x) acting on behalf of hissuch Person under the Escrow Agreement. For the avoidance of doubt, her or its interest in the Adjustment Escrow AmountSeller Representative, acting individually, shall have the authority to take the actions authorized by this Section 13.14 on behalf of the Seller.

Seller Representative. (a) Each Seller Guarantor By the adoption of the Merger or execution of a Incentive Unit Bonus and Release Agreement, as applicable, and by receiving the benefits thereof, including any consideration payable hereunder or thereunder, each Seller irrevocably appoints Merger Participant shall be deemed to have designated, and hereby designates, the Seller Representative as of the Closing for all purposes in connection with this Agreement and the agreements ancillary hereto, to act as such Seller Guarantor’s execute any and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do all instruments, certificates or other documents on behalf of such Seller Guarantor the Merger Participants, and such Seller to do any and all thingsother acts or things on behalf of the Merger Participants, including executing any and all documentswhich the Seller Representative may deem necessary or advisable, or which may be necessaryrequired pursuant to this Agreement, convenient the Escrow Agreement, Paying Agent Agreement or appropriate to facilitate otherwise, in connection with the consummation of the Stock Purchasetransactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, the exercise of the power to: (i) receiving execute the Escrow Agreement and disbursing payments to be made hereunder; Paying Agent Agreement on behalf of the Merger Participants, (ii) receiving notices and communications act for the Merger Participants with respect to any adjustments pursuant to this Agreement and the Seller Ancillary AgreementsAggregate Closing Date Consideration pursuant to Section 2.8; (iii) administering give and receive notices and communications to or from Parent and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the Seller Ancillary Agreementsextent that this Agreement, including the initiation and resolution of Escrow Agreement or the Paying Agent Agreement expressly contemplates that any disputes such notice or claims; communication shall be given or received by the Merger Participants, individually), (iv) making determinations to settle agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, any dispute between Parent and the Merger Participants, in each case relating to this Agreement, the Escrow Agreement or the Paying Agent Agreement, and (v) take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to act on behalf of the Merger Participants with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingdisposition, settling settlement or compromising other handling of all claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of under this Agreement, waivers of conditions and obligations under this the Escrow Agreement and the Seller Ancillary Agreements; (vii) asserting claims for Paying Agent Agreement and all rights 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 obligations arising under this Agreement, the Escrow Agreement and the Seller Ancillary Agreements; Paying Agent Agreement. The Merger Participants shall be bound by all actions taken and (ix) performing all acts, as contemplated by or deemed advisable documents executed by the Seller Representative in connection with this Agreement, the Escrow Agreement and the Paying Agent Agreement, and Parent shall be entitled to rely on any action, consent, instruction or decision of the Seller Representative Engagement Agreement and the Seller Ancillary Agreementsas being actions, consents, instructions or decisions of each Merger Participant. Notwithstanding the foregoing, Notices or communications to or from the Seller Representative shall have no obligation constitute notice to act on behalf of or from the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Merger Participants. The Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in may resign at any ancillary agreement, schedule, exhibit or the Company Disclosure Lettertime. 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.91

Seller Representative. (a) Each Earnout Participant, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Mx Xxxxxxx, in the capacity as the Seller Guarantor and Representative, as each Seller irrevocably appoints Seller Representative to act as such Seller GuarantorPerson’s and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution to do on behalf act in the name, place and stead of such Seller Guarantor and such Seller any and all thingsPerson, 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 such Person from and after the Sellers, except as expressly provided herein, Closing in connection with: (i) controlling and making any determinations with respect to the vesting or surrender of the Earnout Shares under Section 2.3; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) waiving on behalf of such Person any provisions of Section 2.3 or the provisions of the Escrow Agreement (the “Seller Representative Provisions”) (provided, that any such action, if material to the rights and obligations of the Earnout Participants in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Earnout Participants unless otherwise agreed by each Earnout Participant 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 Representative Provision; (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 Seller Ancillary Agreements and in performance of its duties as the Seller Representative Engagement Agreementand 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 for purposes 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 clarity, there are no the consideration provided to the Earnout Participants under this Agreement and to distribute the same to the Earnout Participants; and (viii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Provision. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative in any ancillary agreementand Pubco, 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, upon each Earnout Participant and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in respective successors and assigns, and neither they nor any other Party shall have the Adjustment Escrow Amountright to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Seller Guarantor and each Seller hereby irrevocably appoints Xxx Xxxxx as the Seller Representative to act as such Seller Guarantor’s its sole and such Seller’s exclusive agent agent, representative and true and lawful attorney-in-fact for each such Seller, for and on behalf of each such Seller, with full power of substitution and authority to do on behalf of such represent each Seller Guarantor and such Seller any Seller’s successors 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 assigns 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 all matters arising under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Earn-Out Agreement and resolving, settling or compromising any such claim; (viii) taking any other all actions of the Seller Guarantor and taken by the Sellers Representative under this Agreement and the Earn-Out Agreement will be binding upon each such Seller Ancillary Agreements; and (ix) performing all acts, such Seller’s successors and assigns as contemplated if expressly ratified and confirmed in writing by or deemed advisable by each of them. Without limiting the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding generality of the foregoing, the Seller Sellers Representative shall have no obligation to act has full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to (a) interpret the Sellers, except as expressly provided herein, in terms and provisions of this Agreement and the Escrow Earn-Out 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 (b) dispute or fail to dispute 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 Liability Claim under this Agreement, the Seller Ancillary Agreements, the Escrow (c) negotiate and compromise any dispute that may arise under this Agreement, (d) sign any releases or other documents with respect to any such dispute, (e) receiving services of process upon the Seller Representative Engagement Sellers, (f) executing and delivering to the Buyer or any other Person on behalf of any of or all of the Sellers any and all instruments, certificates, documents and agreements called for by this Agreement and the transactions contemplated hereby and thereby, (g) receiving or providing notices on behalf of the Sellers with respect to any matter, Indemnity Claim or legal proceeding arising out of or relating to this Agreement, (h) taking all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Sellers in connection with this Agreement and the Earn-Out Agreement, (i) negotiating and agreeing upon any adjustments to the Purchase Price in accordance with Section ‎2.3 hereof and (j) in connection with any of the foregoing actions, engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Sellers’ Representative’s duties and obligations hereunder. The Sellers Representative shall be finalentitled to exercise these faculties even if by doing so it incurs in self-contacting, binding and conclusive upon the multirepresentation or conflict of interest. A Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingwill be deemed a party or a signatory to any agreement, and Acquirordocument, its Affiliates and Representatives may rely upon any such decision, act, consent instrument or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and certificate for which the Sellers Representative signs on behalf of such Seller. All decisions, actions and instructions by the Sellers Representative, including the defense or settlement of any Liability Claims for which Sellers (without investigation) and none of Acquiror or any of its Affiliates them) may be required to indemnify the Buyer pursuant to Article 11, will be conclusive and binding on each Seller and no Seller has the right to object, dissent, protest or Representatives otherwise contest the same. The Sellers shall have hold harmless the Buyer from and against any liability to any Seller Guarantor Losses that they may suffer or any Seller sustain as a the result of such reliance. Any payment any claim by Acquiror to Seller any Person that an action taken by the Sellers Representative (in such capacity) under this Agreement on behalf of the Sellers is not binding on, or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and enforceable against, the Sellers. The powers, immunities Buyer has the right to rely conclusively on the instructions and rights to indemnification granted decisions of the Sellers Representative as to the Seller settlement of any claims for indemnification by the Buyer pursuant to Article 11, or any other actions required to be taken by the Sellers Representative Group are hereunder, and no Party will have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Sellers Representative. The appointment of the Sellers Representative is an agency coupled with an interest and will be is irrevocable and any action taken by the Sellers Representative pursuant to the authority granted in this Section ‎12.1 is effective and absolutely binding on each Seller notwithstanding any Seller Guarantor contrary action of or any Seller in any manner direction from such Seller. The death or for any reason and survive the deathincapacity, incompetenceor dissolution or other termination of existence, bankruptcy or liquidation of any Seller does not terminate the authority and agency of the Sellers Representative (or successor thereto). The provisions of this Section ‎12.1 are binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement to a Seller or the Sellers means and includes the successors to the Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. The Sellers Representative shall not be liable to any Seller for any act of the Sellers Representative taken in good faith and in the exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent any Losses actually incurred by such Sellers Representative as a proximate result of the gross negligence or bad faith of the Sellers Representative. The Sellers Representative shall not be liable for, and may seek indemnification from the Sellers for, any Losses incurred by the Sellers Representative while acting in good faith and in exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent that such Losses is the proximate result of gross negligence or bad faith of the Sellers Representative. The Sellers Representative shall be binding entitled to recover from the Sellers any out-of-pocket costs and expenses reasonably incurred by the Sellers Representative in connection with the actions taken by the Sellers Representative with respect to all Purchase Price, including any adjustments thereto (including the hiring of legal counsel and the incurring of legal fees and costs). If Xxx Xxxxx declines to serve, resigns or becomes legally incapacitated, then a successor Sellers’ Representative may be appointed by a majority in interest of the Sellers which shall be determined based on any successor theretothe number of Shares held by the Sellers immediately prior to the Closing. If the Sellers fail to appoint a Seller Representative, and the Buyer may make a petition pursuant to provisions of Section ‎12.14 to appoint a Seller Representative. The provisions of this Section ‎12.1 shall survive the delivery of an assignment by any Seller resignation and replacement of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers Representative.

Seller Representative. (a) Each The Seller Guarantor and each Seller Selling Partners hereby irrevocably appoints appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact for the Seller and Selling Partners, for and -56- 4846-4639-0869 Exhibit 2.1 Execution Version on behalf of the Seller and Selling Partners, with full power of substitution and authority to do on behalf of such represent the 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 Selling Partners and the Seller Ancillary Agreements; (iii) administering this Agreement Seller’s and Selling Partners’ successors and assigns, as the Seller Ancillary Agreementscase may be, 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 all matters arising under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Transaction Documents and resolving, settling or compromising any such claim; (viii) taking any other all 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 taken 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 hereby and thereby, and shall or such Transaction Documents will be final, binding and conclusive upon the Seller Guarantors and Sellers Selling Partners and their the Seller’s and Selling Partners’ successors and assigns, as the case may be, as if expressly ratified and confirmed in writingwriting by each of them. Without limiting the generality of the foregoing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of the Seller Representative as being the decisionhas full power and authority, act, consent or instruction of each on behalf of the Seller Guarantors and Selling Partners and the Sellers (without investigation) Seller’s and none Selling Partners’ successors and assigns, as the case may be, to interpret the terms and provisions of Acquiror this Agreement, to dispute or fail to dispute any claim made pursuant to ARTICLE VIII or any of its Affiliates or Representatives shall have Transaction Documents, to negotiate and compromise 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) dispute that may arise under this Agreement or such Transaction Documents, and to sign any releases or other documents with respect to any such dispute. The Seller Ancillary Agreement and Selling Partners, as the case may be, will be considered deemed a payment by Acquiror party or a signatory to the Seller Guarantors and the Sellers. The powersany agreement, immunities and rights to indemnification granted to document, instrument, or certificate for which the Seller Representative Group are signs on behalf of the Seller or Selling Partners, as the case may be. All decisions, actions, and instructions by the Seller Representative, including without limitation the defense or settlement of any claims for which the Seller and Selling Partners, as the case may be, may be required to indemnify the Buyer Indemnitees pursuant to this ARTICLE VIII, will be conclusive and binding on the Seller and Selling Partners and neither the Seller nor any Selling Partner has the right to object, dissent, protest, or otherwise contest the same. The Buyer has the right to rely conclusively on the instructions and decisions of the Seller Representative as to the settlement of any claims for indemnification by the Buyer pursuant to this ARTICLE VIII, or any other actions required to be taken by the Seller Representative hereunder, and no party hereunder will 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. The appointment of the Seller Representative is an agency coupled with an interest and will be is irrevocable and any action taken by any the Seller Guarantor or any Seller Representative pursuant to the authority granted in any manner or for any reason this Section 9.01 is effective and survive absolutely binding on the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on Selling Partners notwithstanding any contrary action of or direction from the Seller or Selling Partners, as the case may be. The death or incapacity, or dissolution or other termination of existence, of the Seller or Selling Partners, as the case may be, does not terminate the authority and agency of the Seller Representative (or successor thereto). The provisions of this Section 9.01 are binding upon the executors, heirs, legal representatives, and shall survive the delivery of an assignment by any Seller successors of the whole Seller and Selling Partners, and any references in this Agreement to the Seller or any fraction a Selling Partner, as the case may be, means and includes the successors to the Seller and Selling Partners, as the case may be, rights hereunder, whether pursuant to testamentary disposition, the laws of hisdescent and distribution, her or its interest in the Adjustment Escrow Amountotherwise.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints The Seller Representative to act is hereby irrevocably appointed as such Seller Guarantor’s the representative, agent, proxy, and such Seller’s exclusive agent and true and lawful attorney-in-fact with for the Seller for all purposes under this Agreement including the full power of substitution to do and authority 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, includingSeller’s behalf: (i) receiving to consummate the transactions contemplated under this Agreement and disbursing payments to be made hereunder; the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the other Transaction Documents), (ii) receiving notices to negotiate and communications settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the other Transaction Documents), (iii) to receive and disburse to the Parent Securityholders or Seller any funds received on behalf of the Seller under this Agreement or the other Transaction Documents or otherwise, (iv) to withhold any amounts received on behalf of the Seller pursuant to this Agreement or the other Transaction Documents, including the Representative Holdback Amount, or otherwise to satisfy any and all obligations or liabilities incurred by the Seller Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, designate or engage a paying agent to distribute funds (including any amounts paid to the Seller in accordance with Section 2.4 (Escrow) and Section 2.5 (Earnout)), make or direct payments of funds from the Representative Holdback Amount, give receipts for funds, authorize deliveries to the Purchaser of cash from the Escrow Accounts in satisfaction of claims asserted by the Purchaser, and object to any claims by any Person against the Escrow Accounts, (vi) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the other Transaction Documents) without the prior approval of the Seller Ancillary Agreements; or any Parent Securityholder and (iiivii) administering to take all other actions to be taken by or on behalf of the Seller in connection with this Agreement and the Seller Ancillary Agreementsother agreements, instruments, and documents contemplated hereby or executed in connection herewith (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 other Transaction Documents). The Seller, 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 signing this Agreement, waivers of conditions further agree that such agency and obligations under this Agreement and proxy are coupled with an interest, are therefore irrevocable without 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 consent of the Seller Guarantor Representative and shall survive the Sellers under this Agreement death, incapacity, bankruptcy, dissolution or liquidation of the Seller. All decisions and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable actions by the Seller Representative in connection with this Agreementshall be binding upon the Seller, and the Escrow AgreementSeller shall have the right to object, dissent, protest or otherwise contest the same. The Purchaser may conclusively rely, without independent verification or investigation, upon any such decision or action of the Seller Representative Engagement Agreement as being the binding decision or action of the Seller, and the Purchaser shall not be liable to the Seller Ancillary Agreementsor any other Persons for any actions taken or omitted from being taken by them or by the Purchaser in accordance with or reliance upon any such decision or action of the Seller Representative. Notwithstanding the foregoingThe Seller Representative shall act by a majority in interest of Oak Hill Capital Partners III, the L.P. and Oak Hill Capital Management Partners III, L.P. The Seller Representative shall have no obligation duties or obligations to act on behalf of the SellersSeller hereunder, except as expressly provided herein, set forth 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor Resilience is hereby constituted and each Seller irrevocably appoints Seller Representative to act appointed by the Sellers 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 for and on behalf of such the other Sellers and is the Seller Guarantor Representative for all purposes under this Agreement. Without limiting the generality of the foregoing, the Seller Representative has full power and such authority, on behalf of each Seller any and all thingshis, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Sellers in connection herewith, including executing any the Escrow Agreement, and to 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 documentsagreements, which may certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be necessary, convenient or appropriate to facilitate given in connection with the consummation of the Stock Purchasetransactions contemplated by this Agreement, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and including the Seller Ancillary Agreements; Escrow Agreement, (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution receive service 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 process in connection with any claims under this Agreement, the Escrow Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgment of the Seller Representative Engagement Agreement and for the Seller Ancillary Agreements. Notwithstanding accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the judgment of the Seller Representative shall have no obligation to act on behalf of the SellersSellers in connection with this Agreement, except as expressly provided herein(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, in the Seller Ancillary Agreements ) delivery to Buyer and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations to any Buyer Indemnitee of the Seller Representative Escrow Funds or any portion thereof in any ancillary agreementsatisfaction of claims, 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 (ix) distribute (in accordance with this Agreement and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement) the Escrow Funds and any earning proceeds thereon and (x) deduct, hold back or redirect any funds, including the Seller Representative Engagement Escrow Agreement and the transactions contemplated hereby and therebyHoldback Amount, and shall which may 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 of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability payable to any Seller Guarantor 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 as a result of such reliance. Any payment hereunder or (B) any costs, fees, expenses and other liabilities incurred by Acquiror to the Seller Representative (in such capacityits capacity as such) under in connection with this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and its rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountobligations hereunder.

Seller Representative. (a) Each Seller Guarantor By the approval of this Agreement pursuant to the DGCL, the Stockholder Consent and each Seller the Letters of Transmittal, the Holders irrevocably appoints Seller Representative to act appoint and constitute Fortis Advisors LLC as such Seller Guarantor’s exclusive agent, proxy and such Seller’s exclusive agent and true and lawful attorney-in-fact fact, with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all thingssubstitution, 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 SellersHolders for certain limited purposes, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements Representative, including the full power and authority to act on the Holders’ behalf as provided in the Seller Representative Engagement AgreementSection 2.15(b). The Holders, 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 by approving this Agreement, further agree that the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights right to indemnification granted to the Seller Representative Group hereunder: (i) are coupled with an interest interest, are therefore irrevocable without the consent of the Seller Representative, except as provided in Section 2.15(c), and will shall be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason binding upon the successors, heirs, executors, administers and survive legal representatives of each Holder and shall not be affected by, and shall survive, the death, incompetenceincapacity, bankruptcy bankruptcy, dissolution or liquidation of any Seller and shall be binding on any successor theretoHolder, and (ii) shall survive the delivery of an assignment by any Seller Holder of the whole or any fraction of his, her or its interest in the Adjustment Indemnity Escrow AmountFund. All decisions, actions, consents and instructions by the Seller Representative shall be binding upon each Holder and such Holder’s successors as if expressly confirmed and ratified in writing by such Holder, and no Holder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. The Buyer and Merger Sub shall be entitled to rely on any decision, action, consent or instruction of the Seller Representative as being the decision, action, consent or instruction of the Holders, and the Buyer and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. The Seller Representative shall be entitled to: (A) rely upon the Pro Rata Portions provided to Seller Representative, (B) rely upon any signature believed by it to be genuine, and (C) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Holder or other party.

Seller Representative. (a) Each Company Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxx Xxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe Post-Closing Merger Consideration adjustments under Section 1.12; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Shareholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, 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) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction; (vi) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Shareholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Shareholders in accordance with their Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative and the Purchaser, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative xxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Founder and Seller Guarantor by execution and each Seller delivery hereof, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxx as the Seller Representative to act and as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of the Sellers or the Founders (as a group) and with full power powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of the Sellers and the Founders (as a group) under the terms and provisions of this Agreement, 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 Persons, if any, as the Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement, including: (i) receiving and disbursing payments terminating, amending or waiving on behalf of such Persons any provision of this Agreement (provided, that any such action, will be taken in the same manner with respect to be made hereunderall Sellers or Founders unless otherwise agreed by each Seller or Founder who is subject to any disparate treatment of a potentially adverse nature); (ii) receiving notices and communications pursuant signing on behalf of the Sellers (as a group) any releases or other documents with respect to any dispute or remedy arising under this Agreement and the Seller Ancillary AgreementsAgreement; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants in connection with respect to the purchase price adjustments contemplated by Section 2.3(b)exercise of the Seller Representative’s duties hereunder; and (v) resolving, settling or compromising claims for indemnification asserted against otherwise enforcing the Seller Guarantors rights and obligations of the Sellers and the Sellers pursuant to Article 12; Founders (vias a group) agreeing to amendments of under this Agreement, waivers including giving and receiving all notices and communications hereunder on behalf of conditions and obligations under this Agreement the Sellers and the Seller Ancillary Agreements; Founders (vii) asserting claims for or defending claims of indemnification under Article 8 as a group). All decisions 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 accordance with this Agreement, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, shall be binding upon each Seller Ancillary Agreementsand/or Founder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding the foregoing, The provisions of this Section 10.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent, representative and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Ancillary Documents, including: (i) receiving and disbursing payments act for Sellers with respect to be all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers any indemnification claim made hereunderby or against Sellers, if any; (ii) receiving notices and communications pursuant act for Sellers with respect to this Agreement and the Seller Ancillary Agreementsall post-Closing matters; (iii) administering terminate, amend or waive any provision of this Agreement Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation and resolution same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of any disputes or claimsa potentially adverse nature; (iv) making determinations employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincur and pay expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the 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; (vi) agreeing receive all or any portion of the Purchase Price and to amendments of this Agreement, waivers of conditions and obligations under this Agreement and distribute the Seller Ancillary Agreementssame to Sellers pro rata in proportion to their ownership interests; (vii) asserting claims for sign any releases or defending claims of indemnification under Article 8 other documents with respect to and resolving, settling dispute 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 hereby and thereby, 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 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) remedy arising under this Agreement or the Ancillary Documents; and (viii) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled with an interest deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor could do if personally present and acting. The Seller Representative hereby accepts his or any her appointment and authorization as the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Axxxxx Xxxxx (in such capacity, the “Seller Representative to act Representative”) as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Ancillary Documents, including: (i) receiving and disbursing payments agree upon or compromise any matter related to be made hereunderthe calculation of any adjustments to the purchase price under this Agreement; (ii) receiving notices and communications pursuant to this Agreement and direct the Seller Ancillary Agreementsdistribution of the Purchase Price among Sellers, including any payments under either Note; (iii) administering act for Sellers with respect to all indemnification matters referred to in this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation and resolution right to compromise on behalf of Sellers any disputes indemnification claim made by or claimsagainst Sellers, if any; (iv) making determinations to settle any dispute act for Sellers with respect to the purchase price adjustments contemplated by Section 2.3(b)all post-Closing matters; (v) resolvingterminate, settling amend or compromising claims for indemnification asserted against waive any provision of this Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Seller Guarantors and Representative, will be taken in the same manner with respect to all Sellers pursuant unless otherwise agreed by each Seller who is subject to Article 12any disparate treatment of a potentially adverse nature; (vi) agreeing to amendments employ and obtain the advice of this Agreementlegal counsel, waivers of conditions accountants and obligations under this Agreement and other professional advisors as the Seller Ancillary AgreementsRepresentative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative and to rely on their advice and counsel; (vii) asserting claims for 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 defending claims of in any way relating to such transaction or any indemnification under Article 8 and resolvingclaim, settling whether incurred prior or compromising any such claimsubsequent to Closing; (viii) taking receive all or any other actions portion of the Seller Guarantor Purchase Price and to distribute the same to Sellers under this Agreement and the Seller Ancillary Agreementspro rata in proportion to their ownership interests; and (ix) performing all acts, as contemplated by sign any releases or deemed advisable by the Seller Representative in connection other documents with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement respect to 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 dispute 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 hereby and thereby, 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 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) remedy arising under this Agreement or the Ancillary Documents; and (x) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled with an interest deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor could do if personally present and acting. The Seller Representative hereby accepts his or any her appointment and authorization as the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each The Blocker Seller Guarantor and each Seller irrevocably appoints Merger Participant hereby designates the Seller Representative to act as such Seller Guarantor’s execute any and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do all instruments or other documents on behalf of such the Blocker Seller Guarantor and such Seller Merger Participants, and to do any and all thingsother acts or things on behalf of the Blocker Seller and Merger Participants, including executing any and all documentswhich the Seller Representative may deem necessary or advisable, or which may be necessaryrequired pursuant to this Agreement, convenient the Escrow Agreement, Paying Agent Agreement or appropriate to facilitate otherwise, in connection with the consummation of the Stock Purchasetransactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, the exercise of the power to: (i) receiving execute the Escrow Agreement and disbursing payments to be made hereunder; Paying Agent Agreement on behalf of the Blocker Seller and Merger Participants, (ii) receiving notices act for the Blocker Seller and communications Merger Participants with respect to any adjustments pursuant to this Agreement and the Seller Ancillary AgreementsAggregate Closing Date Consideration pursuant to Section 2.8, any payment of Deferred Consideration pursuant to Section 2.11 or the 2017 Contingent Value Rights; (iii) administering give and receive notices and communications to or from Buyer and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement, the Escrow Agreement or the Paying Agent Agreement expressly contemplates that any such notice or communication shall be given or received by the Blocker Seller Ancillary Agreementsand Merger Participants, including the initiation and resolution of any disputes or claims; individually), (iv) making determinations to settle agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, any dispute between Buyer and the Blocker Seller and Merger Participants, in each case relating to this Agreement, the Escrow Agreement or the Paying Agent Agreement, and (v) take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to act on behalf of the Blocker Seller and Merger Participants with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingdisposition, settling settlement or compromising other handling of all claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of under this Agreement, waivers of conditions and obligations under this the Escrow Agreement and the Seller Ancillary Agreements; (vii) asserting claims for Paying Agent Agreement and all rights 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 obligations arising under this Agreement, the Escrow Agreement and the Paying Agent Agreement. The Blocker Seller Ancillary Agreements; and (ix) performing Merger Participants shall be bound by all acts, as contemplated by or deemed advisable actions taken and documents executed by the Seller Representative in connection with this Agreement, the Escrow Agreement and the Paying Agent Agreement, and Buyer shall be entitled to rely on any action or decision of the Seller Representative. The Seller Representative shall receive no compensation for its services. Notices or communications to or from the Seller Representative shall constitute notice to or from the Blocker Seller and Merger Participants. The Seller Representative shall act in good faith in connection with its obligations hereunder. Notwithstanding anything herein to the contrary, the Seller Representative Engagement Agreement and the may not agree to settle any claim that would impose any material, non-monetary obligation on a Rollover Seller Ancillary Agreementsor Merger Participant. Notwithstanding the foregoing, the 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 provide each Merger Participant and Rollover 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation written notice of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountmaterial actions taken pursuant to this Section 11.21.

Seller Representative. (a) Each Seller Guarantor and By virtue of their execution of this Agreement, each Seller knowingly and irrevocably designates and appoints the Seller Representative to act as such Seller Guarantor’s and such Seller’s '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 Escrow Agreement with full power and authority to act for and on behalf of each Seller Ancillary Agreements; (vii) asserting claims for or defending claims to give and receive notices and communications, to accept service of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions process on behalf of the Seller Guarantor Sellers pursuant to Section 8.3 and the Sellers under Section 10.12, to authorize and agree to any purchase price adjustments pursuant to Section 1.3 and other applicable provisions of this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative other documents delivered in connection herewith (including the Escrow Agreement), to agree to, negotiate, enter into settlements and compromises of, and comply with Judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Purchaser Indemnified Party against any Seller or by any Seller against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and any Seller, in each case relating to this Agreement, the other documents delivered in connection herewith (including the Escrow Agreement, ) or the transactions contemplated hereby or thereby and to take all actions that are either (i) necessary or appropriate in the judgment of the Seller Representative Engagement for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the other documents delivered in connection herewith (including the Escrow Agreement and the Seller Ancillary AgreementsRepresentative Engagement Agreement). Notwithstanding the foregoing, the Seller Representative shall will 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 Seller Disclosure Letter. A decision, act, consent or instruction of The Seller Representative shall will be entitled to (A) rely upon Schedule I, (B) rely upon any signature believed by it to be genuine, and (C) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other party. Notices or communications to or from the Seller Representative constitute a decision notice to or from each of the Sellers for all purposes under this Agreement and the other documents delivered in connection herewith (including the Escrow Agreement), in each case, whether entered into or taken before, on or after the date of such designation and appointment 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative.

Seller Representative. (a) Each Seller Guarantor irrevocably constitutes and each Seller irrevocably appoints the Seller Representative to act (and Seller Representative hereby accepts such appointment) as such Seller Guarantor’s and such Seller’s the exclusive agent and true and lawful attorney-in-in- fact with full power of substitution to do for and on behalf of such Seller Guarantor with full power of substitution, to act in the name, place, and stead of 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 with respect to this Agreement and the Escrow Agreement, and the taking by the Seller Ancillary AgreementsRepresentative of any and all actions and the making of any decisions required or permitted to be taken by the Seller Representative under this Agreement or the Escrow Agreement, including but not limited to the exercise of the power and authority to: (i) give and receive notices and communications under Section 2.5 and this Section 8.5 and the Escrow Agreement; (ii) object to claims for indemnification made by the Buyer Indemnified Parties under ARTICLE 7; (iii) administering this Agreement agree to, negotiate, enter into settlements and compromises of, and comply with court orders with respect to claims for indemnification made by the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsBuyer Indemnified Parties under ARTICLE 7; (iv) making determinations to settle agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any dispute with respect to the purchase price adjustments contemplated by other matters described in Section 2.3(b)2.5; (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and make payments to the Sellers pursuant to Article 12; (vi) agreeing to amendments in accordance with the terms of this Agreement, waivers of conditions and obligations under this Agreement and (vi) take all actions necessary or appropriate in 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 good faith judgment of the Seller Guarantor and Representative for the Sellers under this Agreement and accomplishment of 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 Agreementsforegoing. 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 other ancillary agreement, schedule, exhibit exhibit, or the Company Disclosure LetterSchedules. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors The power-of-attorney granted in this Section 8.5 and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities immunities, and rights to indemnification granted to the Seller Representative Group (as defined below) hereunder are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor theretoirrevocable, may be delegated by the Seller Representative and shall survive the delivery death or incapacity or dissolution of an assignment by any Seller Seller. The identity of the whole or any fraction Seller Representative and the terms of histhe agency may be changed, her or its interest and a successor Seller Representative may be appointed, from time to time (including in the Adjustment Escrow Amount.event of the dissolution, death, disability or other incapacity of the Seller Representative) by Sellers whose aggregate percentage interests of the Membership Interests exceed 50%, and any such successor shall succeed the Seller Representative as Seller Representative hereunder. The immunities and rights to indemnification shall survive the resignation or removal of the Seller Representative and the Closing and/or any termination of this Agreement. No bond shall be required of the Seller Representative. (b) Neither the Seller Representative nor its equity holders, managers, directors, officers, agents, or employees (collectively, the “Seller Representative Group”) shall be liable to the Sellers for any act done or omitted hereunder without gross negligence or willful misconduct 66

Seller Representative. (a) Each Company Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Ixx Xxx Xxxx Xxxx, in the capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to whether the Earnout Milestones have been achieved and Earnout Shares are to be made hereunderissued under Section 1.13; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Shareholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, 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) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations 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 the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the 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) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Shareholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Shareholders in accordance with their Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and 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 AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.18 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Bxxxxxxx X. Xxxxx, solely in the capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and disbursing payments obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to be made hereunderall Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) receiving notices and communications pursuant signing on behalf of such Person any releases or other documents with respect to this Agreement and the any dispute or remedy arising under any Seller Ancillary AgreementsRepresentative Document; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute with respect incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the purchase price adjustments transactions contemplated by Section 2.3(b)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; (v) resolving, settling receiving all or compromising claims for indemnification asserted against any portion of the Seller Guarantors and consideration provided to the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations Company Stockholders under this Agreement and to distribute 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 same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ixvi) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.13 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.95

Seller Representative. (a) Each Seller Guarantor and Pursuant to the Company Stockholder Approval (including the adoption of this Agreement), each Seller will be deemed to have irrevocably appoints appointed, authorized and empowered the Seller Representative to act as such a representative for the benefit of each Seller Guarantor’s and such Seller’s as the exclusive agent and true and lawful attorney-in-fact with full power of substitution to do for and on behalf of such Seller Guarantor the Sellers in connection with 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 Purchasetransactions contemplated in this Agreement (including the Merger), including: which includes the power and authority as is necessary to carry out the functions assigned to the Seller Representative in 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) receiving interpret the terms and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to provisions of this Agreement and the Seller Ancillary Agreements; documents to be executed and delivered in connection herewith, including the Escrow Agreement, the Paying Agent Agreement, the Deferred Payment Limited Guarantee and the Indemnity Agreement, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, including the Escrow Agreement, the Paying Agent Agreement, the Deferred Payment Limited Guarantee and the Indemnity Agreement, (iii) administering receive service of process in connection with any claims under this Agreement Agreement, the Escrow Agreement, the Paying Agent Agreement, the Deferred Payment Limited Guarantee and the Indemnity Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgment of the Seller Ancillary AgreementsRepresentative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the 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 2.9, (viii) authorize delivery to Buyer of the Escrow Funds or any portion thereof pursuant to Section 2.9, (ix) distribute the Escrow Funds and any earning and proceeds thereon and (x) deduct, hold back, distribute, use or redirect any funds, including the initiation and resolution of Holdback Amount, which may be payable to any disputes or claims; (iv) making determinations to settle any dispute with respect Seller pursuant 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 terms of this Agreement, waivers of conditions the Escrow Agreement, the Paying Agent Agreement, the Deferred Payment Limited Guarantee, the Indemnity Agreement or any agreements or documents executed and obligations under this Agreement 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 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 liabilities incurred by the Seller Representative (in its capacity as such) in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement Paying Agent Agreement, the Deferred Payment Limited Guarantee and the Seller Ancillary AgreementsIndemnity Agreement or its rights or obligations hereunder and thereunder. Notwithstanding Buyer and Merger Sub (and as of the foregoingClosing, the Surviving Corporation and the Subsidiaries) are entitled to deal exclusively with the Seller Representative shall have no obligation on matters relating to act on behalf of this Agreement and any other agreement or document executed and delivered in connection herewith and the Sellerstransactions contemplated hereby and thereby, except as expressly provided herein, in the Escrow Agreement, in unless otherwise instructed by the Seller Ancillary Agreements and in Representative. Each Seller upon the Seller Representative Engagement Agreement, and for purposes execution of clarity, there are no obligations a Letter of the Seller Representative in any ancillary agreement, schedule, exhibit Transmittal or the Company Disclosure Letter. A an Option Surrender Certificate will be deemed to agree that 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 will constitute a decision, act, consent or instruction, as the case may be, of all the Sellers and the transactions contemplated hereby and thereby, and shall will be final, conclusive and binding upon each such Seller, and conclusive upon Buyer and Merger Sub (and as of the Closing, the Surviving Corporation and the Subsidiaries) will be entitled to rely exclusively on such appointment and to treat the Seller Guarantors Representative as the duly appointed attorney-in-fact of each Seller 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 the Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (such Seller, without independent verification or 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Company Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Dx. Xxxx Xxxx Kong, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving making on behalf of such Person and disbursing payments taking all actions on their behalf relating to be made hereunderthe achievement of the requirements for the Earn-out Shares and any disputes with respect thereto; (ii) receiving notices managing, controlling, defending and communications pursuant to this Agreement settling on behalf of an Indemnifying Party any indemnification claims against any of them under ARTICLE XI, including controlling, defending, managing, settling and the Seller Ancillary Agreementsparticipating in any Third-Party Claim thereunder; (iii) administering this Agreement and acting on behalf of such Person under the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsEscrow Agreement; (iv) making determinations terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to settle any dispute the rights and obligations of the Company Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to the purchase price adjustments contemplated all Company Shareholders unless otherwise agreed by Section 2.3(beach Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (v) resolving, settling signing on behalf of such Person any releases or compromising claims for indemnification asserted against the other documents with respect to any dispute or remedy arising under any Seller Guarantors and the Sellers pursuant to Article 12Representative Document; (vi) agreeing 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 the Seller Representative and to amendments rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of this Agreementbrokers, waivers 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 conditions and obligations the consideration provided to the Company Shareholders under this Agreement and to distribute 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 same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Shareholders in accordance with their Pro Rata Share; and (ix) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Parent Representative, Parent or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XI, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.21 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.76

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Mingliu Wang, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements to which the Seller Guarantor 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 do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving making on behalf of such Person and disbursing payments taking all actions on their behalf relating to be made hereunderthe achievement of the requirements for the Earn-out Shares and any disputes with respect thereto; (ii) receiving notices managing, controlling, defending and communications pursuant to this Agreement settling on behalf of an Indemnifying Party any indemnification claims against any of them under ARTICLE XI, including controlling, defending, managing, settling and the Seller Ancillary Agreementsparticipating in any Third-Party Claim thereunder; (iii) administering this Agreement and acting on behalf of such Person under the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsEscrow Agreement; (iv) making determinations terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to settle any dispute the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to the purchase price adjustments contemplated all Company Stockholders unless otherwise agreed by Section 2.3(beach Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (v) resolving, settling signing on behalf of such Person any releases or compromising claims for indemnification asserted against the other documents with respect to any dispute or remedy arising under any Seller Guarantors and the Sellers pursuant to Article 12Representative Document; (vi) agreeing 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 the Seller Representative and to amendments rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of this Agreementbrokers, waivers 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 conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute 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 same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ix) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Parent Representative, Parent or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XI, shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.21 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hereby accepts its appointment and authorization as 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 hereby and thereby, 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 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.69

Seller Representative. (a) Each Seller Guarantor TA, Marshall and each Seller irrevocably appoints Seller Representative to act hereby irrevoxxxxx xxnstitute and appoint Don Marshall, with full power of substxxxxxxx xxx re-substitution, as such Seller Guarantor’s its and such Seller’s exclusive agent and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Seller Representative"), with full power of substitution to do act for and on behalf of such Seller Guarantor TA and such Seller any the Sellers, and each of them, for all thingspurposes under this Agreement and in connection with the transactions contemplated hereby including, including executing any and all documentswithout limitation, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingfor purposes of: (i) receiving determining the amount of any Damages (as such term is hereinafter defined) suffered or incurred by FreeStar and disbursing payments the number of shares of FreeStar Common Stock to be made hereunder; delivered for cancellation in satisfaction of the Sellers' indemnification obligations, (ii) determining the amount of Seller Damages (as that term is hereinafter defined) suffered or incurred by the Sellers, (iii) receiving notices from FreeStar given under this Agreement, of which the Seller Representative will give a copy to the other Sellers, (iv) approving and communications pursuant agreeing with FreeStar as to additions, deletions, changes, modifications and amendments to this Agreement and the Seller Ancillary Agreements; Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Sellers, and (iiiv) administering this Agreement settling finally and the Seller Ancillary Agreements, including the initiation and resolution of completely any disputes or claims; controversies among the parties hereto (ivother than solely among the Sellers) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling interpretation or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments effect of this Agreement, waivers of conditions and obligations or damages or relief under this Agreement and any and all transactions contemplated hereby. The Seller Representative shall be entitled to reimbursement by the Seller Ancillary Agreements; (vii) asserting claims Sellers from the consideration actually payable to the Sellers or otherwise for or defending claims of indemnification under Article 8 all reasonable costs and resolvingexpenses incurred by him in fulfilling his duties hereunder, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of TA Common Stock owned immediately prior to the Closing. The Sellers agree that the Seller Representative may make reasonable requests for advances to cover such costs and expenses, and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by Sellers will promptly make such advances. In no event will FreeStar be liable for any costs or deemed advisable expenses of any nature incurred by the Seller Representative in connection with this Agreementits capacity as such. TA AND EACH SELLER, the Escrow AgreementJOINTLY AND SEVERALLY, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SELLERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION 1.07. FreeStar shall not have any obligation or liability to indemnify or defend the Seller Representative Engagement Agreement in respect of any claim or liability asserted against the Seller Representative by any Seller or its successors or assigns. All determinations, decisions, actions and the Seller Ancillary Agreements. Notwithstanding the foregoing, like made by 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 hereby and thereby, and shall be final, conclusive and binding and conclusive upon the Seller Guarantors and all 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 all persons claiming under or instruction of Seller Representative as being the decision, act, consent or instruction of each 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 Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountthrough them.