Common use of Seller Representative Clause in Contracts

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 Lxxxxxxxxxxx Xxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to 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) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) 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 Representative, 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); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ix) 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. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative 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 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 an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company StockholderSeller, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx Xxxx Xxxx, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party Indemnitor any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)6.4; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones post-Closing Merger Consideration adjustments under Section 1.181.16; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Sellers unless otherwise agreed by each Company Stockholder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders Sellers under this Agreement and to distribute the same to the Company Stockholders Sellers in accordance with their Pro Rata Share; and (ix) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser Purchaser, Pubco or any Indemnified Party other Indemnitee relating to the defense or settlement of any claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VI, shall be binding upon each Company Stockholder Seller 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 an interest. The Seller Representative hereby xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxChuanliu Ni, in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 PersonSeller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party Indemnitor any indemnification claims by or against any of them under Article VIVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)7.4; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the determination of the Adjustment Amount and the adjustment to the number of Exchange Shares under Section 1.5 and any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Sellers unless otherwise agreed by each Company Stockholder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders Sellers under this Agreement and to distribute the same to the Company Stockholders Sellers in accordance with their Pro Rata ShareShares; and (ix) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser or any Indemnified Party other Indemnitee relating to the defense or settlement of any indemnification claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VIVII, shall be binding upon each Company Stockholder the Sellers 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 11.14 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.Agreement 66

Seller Representative. (a) Each By the execution and delivery of this Agreement (and with respect to Company StockholderShareholders, by delivery of a Letter of Transmittal), the Company (solely with respect to periods prior to the Effective Time) and each Company Shareholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx Xxxx, Xxxxxxxxx Xxx in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of the Company and such Persons Company Shareholder with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any certain indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Shareholders unless otherwise agreed by each Company Stockholder Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (viv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (viv) 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; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiivii) receiving all or any portion of the consideration provided to the Company Stockholders Shareholders under this Agreement and to distribute the same to the Company Stockholders Shareholders in accordance with their Pro Rata Share; and (ixviii) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser or any Indemnified Party relating to the defense or settlement of any indemnification claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Company, each Company Stockholder Shareholder and their respective successors and assigns, and neither they (nor any other Party Party) shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.. 66

Seller Representative. (a) Each Company StockholderSellers hereby constitute, by delivery appoint and empower, effective from and after the date of a Letter of Transmittalthis Agreement, on behalf of itself and its successors and assignsRevolution Financial, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx Xxxx, in his capacity Inc. as the Seller Representative, as for the true benefit of Sellers and lawful the exclusive agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of each Seller, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such Person waivers, consents and amendments under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to 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 consummation of the transactions contemplated under the Seller Representative Documents, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) 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 Representative, 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); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors Transaction as the Seller Representative, in its reasonable sole discretion, deems may deem necessary or advisable desirable; (ii) as the Seller Representative, to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the performance Transaction, and to take any and all actions which the Seller Representative believes are necessary or appropriate under this Agreement for and on behalf of Sellers including, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its duties Affiliates regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Buyer or any other Person, or by any Governmental Body against the Seller Representative or any of Sellers, and receive process on behalf of any or all Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Seller Representative shall determine to be appropriate, and to rely on their advice give receipts, releases and counseldischarges with respect to, any such claim, action, proceeding or investigation; (viiC) incurring file any proofs of debt, claims and paying reasonable costs petitions as the Seller Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and expenses(E) file and prosecute appeals from any decision, including fees of brokersjudgment or award rendered in any such action, attorneys and accountants incurred pursuant proceeding or investigation, it being understood that the Seller Representative shall not have any obligation to the transactions contemplated herebytake any such actions, and shall not have any other reasonable fees and expenses allocable Liability for any failure to take any such actions; (iii) to refrain from enforcing any right of Sellers arising out of or under or in any way manner relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closingthis Agreement; (viiiiv) receiving to make, execute, acknowledge and deliver all or such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any portion of the consideration provided to the Company Stockholders under this Agreement and all things and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; take any and (ix) 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. All decisions and actions by action that the Seller Representative, including in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of Sellers in connection with any agreement between the Seller Representative 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 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 an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative matter arising under this Agreement; and (vi) to collect, hold and disburse the Purchase Price and the Equity Holdback Amount in accordance with the terms of this Agreement.

Seller Representative. (a) Each By the execution and delivery of this Agreement (and with respect to Company StockholderSecuirtyholders, by delivery deliver of a Letter of Transmittal), the Company (solely with respect to periods prior to the Effective Time) and each Company Securityholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxClearlake Capital Management III, L.P. in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of the Company and such Persons Company Securityholder with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling making 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 6.3(a); (ii) controlling and making such Person any determinations with respect and taking all actions on their behalf relating to the adjustments to the Merger Consideration described in Section 1.12 or the achievement of the Earnout Milestones Payments under Section 1.18Article II and any disputes with respect thereto; (iii) acting on behalf of such Person under the Escrow Agreement; (ivii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Securityholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Securityholders unless otherwise agreed by each Company Stockholder Securityholder who is subject to any disparate treatment of a potentially material and adverse nature); (viii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (viiv) 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; (viiv) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiivi) receiving all or any portion of the consideration provided to the Company Stockholders Securityholders under this Agreement and to distribute the same to the Company Stockholders Securityholders in accordance with their Pro Rata Share; and (ixvii) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, Parent Representative or 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 VIParent, shall be binding upon the Company (with respect to periods prior to the Effective Time), each Company Stockholder Securityholder and their respective successors and assigns, and neither they nor any other Party shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 11.14 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) The Seller Representative. Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, the Sellers hereby irrevocably constitutes designates and appoints Lxxxxxxxxxxx Xxxx, in his capacity Syratech or the Liquidating Trust as the Seller Representativesuccessor thereto as the case may be, as the true and lawful its, his or her agent and attorney-in-fact fact, for and on behalf of such Persons each Seller (the "Seller Representative"), with full powers of substitution power and authority to act in the namerepresent such Seller and its, place his or her successors and stead of thereof assigns with respect to all matters arising under this Agreement. Each and every notice, delivery, statement, agreement or other action taken by the performance Seller Representative hereunder shall be binding upon each Seller and its, his or her successors and assigns as if expressly done by, and ratified and confirmed in writing by, such Seller. The Purchaser shall be entitled to rely on, and each Seller shall be bound by, each and every notice, delivery, statement, agreement or other action made by the Seller Representative on behalf of the Sellers, or any of them, in accordance with this Agreement. Where any notice, delivery, statement, agreement or other action is required, permitted or contemplated in this Agreement to be made by the Seller Representative, no such Person under notice, delivery, statement, agreement or other action shall be effective unless made in writing and signed by the Seller Representative. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority, in the name of and on behalf of each Sellers and its, his or her successors and assigns, to (i) interpret all the terms and provisions of this Agreement Agreement, (ii) waive any condition on behalf of any or all members of the Sellers under Section 9.2 hereof, (iii) dispute or fail to dispute or expressly agree to any claims of Losses or damages made by any Purchaser Indemnitee, (iv) assert claims of Losses or damages against any indemnifying party, (v) negotiate, compromise and the Ancillary Documents settle any dispute (including, but not limited to, any dispute relating to which the Seller Representative is a party Losses or otherwise has rights in such capacity (together with damages) that may arise under 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: (ivi) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) 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 Representative, 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); (v) signing on behalf of such Person sign any releases or other documents with respect to any dispute such dispute, (vii) authorize payment or remedy arising under delivery of any part of the Escrow Fund pursuant to the Escrow Agreement or any other payments to be made with respect thereto and (viii) take all other actions that are either (A) necessary or appropriate in the judgment of the Seller Representative Document; for the accomplishment of the foregoing or (viB) employing and obtaining specifically mandated by the advice terms of legal counsel, accountants and other professional advisors as this Agreement. Each notice required to be given to the Sellers pursuant to the Agreement shall be deemed to have been given to all of the Sellers on the date given to the Seller Representative. A decision, in its reasonable discretionact, deems necessary consent or advisable in the performance instruction of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ix) 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. All decisions and actions by the Seller Representative, including an extension or waiver of this Agreement, as applicable, shall constitute a decision of the Sellers and shall be final, binding and conclusive upon the Sellers; the Purchaser may rely upon any agreement between such decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of all the Sellers. The Purchaser and the Sellers are hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Seller Representative. The Sellers shall be solely responsible for the fees and expenses of the Seller Representative and the Purchaser Representative, Seller Representative shall not seek any payment therefor from the Purchaser or any Indemnified Party relating to from 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 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 an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this AgreementEscrow Fund.

Seller Representative. (a) Each Company Stockholder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxYxxx Xxx, in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party Indemnitor any indemnification claims against any of them under Article VIVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)7.4; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the determination of the Adjustment Amount and the adjustment to the number of Exchange Shares under Section 1.5, and in each case any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Sellers unless otherwise agreed by each Company Stockholder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders Sellers under this Agreement and to distribute the same to the Company Stockholders Sellers in accordance with their Pro Rata ShareShares; and (ix) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser or any Indemnified Party other Indemnitee relating to the defense or settlement of any indemnification claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VIVII, shall be binding upon each Company Stockholder the Sellers 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 11.14 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.Agreement 76

Seller Representative. (a) Each By the execution and delivery of this Agreement (and with respect to Company StockholderShareholders, by delivery of a Letter of Transmittal), the Company (solely with respect to periods prior to the Effective Time) and each Company Shareholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx Xxxx, Xxxxxxxxx Xxx in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of the Company and such Persons Company Shareholder with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any certain indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iviii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Shareholders unless otherwise agreed by each Company Stockholder Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (viv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (viv) 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; (viivi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiivii) receiving all or any portion of the consideration provided to the Company Stockholders Shareholders under this Agreement and to distribute the same to the Company Stockholders Shareholders in accordance with their Pro Rata Share; and (ixviii) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser or any Indemnified Party relating to the defense or settlement of any indemnification claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Company, each Company Stockholder Shareholder and their respective successors and assigns, and neither they (nor any other Party Party) shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxHxxxxx Gang Hao, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person Seller under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 PersonSeller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an a Seller Indemnified Party or Seller Indemnifying Party any indemnification claims by or against any of them under Article VIVIII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)8.5; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the Earn-Out Payments under Article II and any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Sellers unless otherwise agreed by each Company Stockholder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable sole discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders Sellers under this Agreement and to distribute the same to the Company Stockholders Sellers in accordance with their Pro Rata ShareShares; and (ix) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser OSN Representative, the Purchaser or any other Indemnified Party or Purchaser Indemnifying Party relating to the defense or settlement of any claims for which an a Seller Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VIVIII or for which a Purchaser Indemnifying Party may be required to indemnify a Seller Indemnified Party pursuant to Article VIII, shall be binding upon each Company Stockholder the Sellers and their respective successors and assigns, and neither they nor any other Party shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 12.14 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxLi Jingping, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person Seller under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 PersonSeller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an a Seller Indemnified Party or Seller Indemnifying Party any indemnification claims by or against any of them under Article VIVIII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)8.5; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the Earn-Out Payments under Article II and any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Sellers unless otherwise agreed by each Company Stockholder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable sole discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders Sellers under this Agreement and to distribute the same to the Company Stockholders Sellers in accordance with their Pro Rata ShareShares; and (ix) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser DT Representative, the Purchaser or any other Purchaser Indemnified Party or Purchaser Indemnifying Party relating to the defense or settlement of any claims for which an a Seller Indemnifying Party may be required to indemnify an a Purchaser Indemnified Party pursuant to Article VIVIII or for which a Purchaser Indemnifying Party may be required to indemnify a Seller Indemnified Party pursuant to Article VIII, shall be binding upon each Company Stockholder the Sellers and their respective successors and assigns, and neither they nor any other Party shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 12.14 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by By the execution and delivery of a Letter of Transmittalthis Agreement, such Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx Xxxx, Xxxx Xxxxxx in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers power of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person Seller under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 reasonably necessary or appropriate in connection with any of the transactions Transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VIIX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)9.4; (ii) controlling and making on behalf of the Sellers any determinations with respect to the achievement of the Earnout Milestones post-Closing Exchange Consideration adjustments under Section 1.18; 2.5, (iii) acting on behalf of such Person the Sellers under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Sellers unless otherwise agreed by each Company Stockholder such Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, discretion deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders Sellers under this Agreement and to distribute the same to the Company Stockholders Sellers in accordance with their Pro Rata ShareShares; and (ix) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser RepresentativePubco, 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 VIIX , shall be binding upon each Company Stockholder Seller 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 13.14 are irrevocable and coupled with an interest. The Seller Representative hereby xxxxxx accepts its appointment and authorization as the Seller Representative 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 Lxxxxxxxxxxx XxxxTie (Jxxxx) Lx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to 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) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones post-Closing Merger Consideration adjustments under Section 1.181.16; (iiiii) acting on behalf of such Person under the Escrow Agreement; (iviii) 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 Representative, 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); (viv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (viv) 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; (viivi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiivii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ixviii) 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. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative 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 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 10.16 are irrevocable and coupled with an interest. The Seller Representative hereby hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company StockholderSecurity Holder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxXxxxx Xxxxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)6.4; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones post-Closing Merger Consideration adjustments under Section 1.181.15; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Security Holders unless otherwise agreed by each Company Stockholder Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (viv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (viv) 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; (viivi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiivii) receiving all or any portion of the consideration provided to the Company Stockholders Security Holders under this Agreement and to distribute the same to the Company Stockholders Security Holders in accordance with their Pro Rata Share; and (ixviii) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser Purchaser, Pubco or any other 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 each Company Stockholder 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 10.15 are irrevocable and coupled with an interest. The Seller Representative hereby xxxxxx accepts its appointment and authorization as the Seller Representative 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 Lxxxxxxxxxxx XxxxHGP II, LLC, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to 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) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones post-Closing Merger Consideration adjustments under Section 1.181.17; (iiiii) acting on behalf of such Person under the Escrow Agreement; (iviii) 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 Representative, 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); (viv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (viv) 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; (viivi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiivii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ixviii) 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. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative 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 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 10.16 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.. 84

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 constitute and appoints Lxxxxxxxxxxx Xxxxappoint Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx, collectively in his their capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to 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) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a6.4(c); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iviii) 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 Representative, 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); (viv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (viv) 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; (viivi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiivii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ixviii) 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. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser RepresentativePurchaser, 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 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 9.13 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by By the execution and delivery of a Letter this Agreement, each of Transmittal, the Sellers on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxShareholder Representative Services LLC, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons the Sellers with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person following the Closing under the terms and provisions of this Agreement and the Ancillary Documents Agreements to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 PersonPerson following the Closing, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Agreements to which the Seller Representative Documentsis a party, including, solely in each case, following the Closing: (i) managing, controlling, defending and settling making 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 6.3(a); (ii) controlling and making such Person any determinations with respect and taking all actions on their behalf relating to the achievement of the Earnout Milestones Shares under Section 1.182.6 and any disputes with respect thereto; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) 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 Representative, 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); (vii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under Section 2.6 of this Agreement or any Ancillary Agreements to which the Seller Representative Documentis a party; (viiii) 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; (viiiv) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated herebyTransactions, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claimTransactions, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ixv) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Agreements to which the Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Personis a party. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative 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 each of the Company Stockholder Stockholders and their respective successors and assigns, and neither they nor any other Party shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 11.14 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative 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 Lxxxxxxxxxxx Xxxxxx X. Xxxx, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to 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) managing, controlling, defending and settling on behalf of an a Company Indemnifying Party any indemnification claims against any of them under Article ‎ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)Claim; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 1.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iviii) 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 Representative, 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); (viv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (viv) 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; (viivi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated herebyTransactions, 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; (viiivii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ix) 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. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser Buyer or any Buyer Indemnified Party relating to the defense or settlement of any claims for which an a Company Indemnifying Party may be required to indemnify an a Buyer Indemnified Party pursuant to Article ‎ARTICLE VI, 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 ‎7.13 are irrevocable and coupled with an interest. The Seller Representative hereby xxxxxx accepts its appointment and authorization as the Seller Representative 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 Lxxxxxxxxxxx Xxxxthe Company’s Chief Financial Officer, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to 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) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a(a); (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones post-Closing Merger Consideration adjustments under Section 1.181.13; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) 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 Representative, 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); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (ix) 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. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative 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 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 an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company StockholderSeller, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Lxxxxxxxxxxx XxxxHxxxxx Xxxxxxxxxx, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”)party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative Documentsis a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnifying Party a Seller Indemnitee or Seller Indemnitor any indemnification claims against by or against, as applicable, any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.3(a)6.4; (ii) controlling and making any determinations with respect to the achievement of the Earnout Milestones post-Closing Merger Consideration adjustments under Section 1.181.15; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative Document is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders Sellers unless otherwise agreed by each Company Stockholder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (v) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative Documentis a party; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receiving all or any portion of the consideration provided to the Company Stockholders Sellers under this Agreement and to distribute the same to the Company Stockholders Sellers in accordance with their Pro Rata Share; and (ix) otherwise enforcing the rights and obligations of any such Persons under any this Agreement and the Ancillary Documents to which the Seller Representative Documentis a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser Purchaser, Pubco or any Indemnified Party other Indemnitor or Indemnitee relating to the defense or settlement of any claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VI, shall be binding upon each Company Stockholder Seller, Seller Indemnitee and Seller Indemnitor 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 an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.