Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with his permitted successors, the “Sellers’ Representative”), as its or his true and lawful agent and attorney-in-fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstance.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each By entering into and executing this Agreement, each member of the Seller Party hereby Group irrevocably makes, constitutes and appoints Founder 1 (together with his permitted successorsthe Seller’s Representative as his, her, or its agent, effective as of the “Sellers’ Representative”)execution hereof, and authorizes and empowers the Seller’s Representative to fulfill the role of the Seller’s Representative hereunder, and each member of the Seller Group appoints the Seller’s Representative as its or his such member of such Seller Group’s true and lawful agent and attorney-in-factfact and agent, for such member of such Seller Group and in such member of such Seller Group’s name, place and stead for all purposes necessary in order for the Seller’s Representative to take all actions contemplated by this Agreement, including: (i) making or receiving and disbursing payments, (ii) executing and delivering all instruments, certificates and other documents of every kind incident to the foregoing for all intents and purposes, (iii) (A) executing and delivering or (B) receiving notices, documents or certificates; (iv) submitting any dispute relating to the Independent Auditor, (v) with respect to any indemnification claims, (A) noticing of claims, (B) disputing or refraining from disputing any claim made by any Buyer Indemnified Party, (C) negotiating, agreeing or entering into settlements and compromising any dispute, (D) exercising or refraining from exercising any available remedies, and (E) negotiating, agreeing, entering into, or executing any settlement agreement, release, compromise or other document with respect to any dispute, except, in each case, with respect to (1) determination a dispute between any member of the Final Working CapitalSeller Group, (2) any claims (including on the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10one hand, and the Seller’s Representative on the other hand, and (3vi) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate desirable, in the reasonable judgment of the Sellers’ Representative Seller’s Representative, for the accomplishment of the foregoing. The power-of-attorney granted in this Section 8.1 is coupled with an interest and is irrevocable. (b) The Seller’s Representative shall be entitled to rely exclusively upon any communication given or other action taken by the Buyer, any member of the Seller Group, the Company, and any third party deemed by the Seller’s Representative to be reliable pursuant to this Agreement or any Ancillary Agreement, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from such Person. Any act taken or omitted to be taken by the Seller’s Representative pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller’s Representative shall be fully justified in not taking any action under this Agreement or any Ancillary Agreement if he has received such advice as he deems appropriate with respect to such inaction or if he shall not have been expressly indemnified to his satisfaction against any and all liability and expense may be incurred by reason of taking any such action. (c) The Buyer and each case member of the Seller Group shall be entitled to rely exclusively upon any communication given or other action taken by the Seller’s Representative pursuant to this Agreement, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Seller’s Representative. (except d) In the event of the death or incapacity or the Seller’s Representative, a majority of the members of the Seller Group shall select another Seller’s Representative and notify the Buyer in writing as otherwise specified) without having to seek or obtain the consent identity of any Person such new Seller’s Representative, and such new Seller’s Representative will become the Seller’s Representative for all purposes under any circumstancethis Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with his permitted successors, the “Sellers’ Representative”), as its or his true and lawful agent and attorney-in-fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstance.” (b) Notwithstanding the foregoing, to the extent that any issue arises as to the individual and several representations and warranties made by a Founder pursuant to Article 4 hereof, the Sellers’ Representative will take no actions with respect to any indemnification claims relating thereto without the prior written consent of the Founder making the relevant representations and warranties, which consent shall not be unreasonably withheld, delayed or conditioned; provided that, notwithstanding the foregoing, Purchaser and the other Purchaser Indemnified Parties shall be entitled to rely upon all statements of the Sellers’ Representative, without verifying whether any consent of a Founder was obtained or any other matter. (c) Founder 1 hereby accepts his appointment as Sellers’ Representative. (d) The Sellers’ Representative shall not be liable to any Indemnifying Party for any act done or omitted hereunder as the Sellers’ Representative while acting in good faith. Sellers and Founders shall jointly and severally indemnify the Sellers’ Representative and hold him/her harmless against any loss, Liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. To the extent that the Sellers’ Representative has reimbursable expenses, charges and liabilities under this Section 10.13, the Sellers’ Representative may be reimbursed in accordance with the Escrow Agreement for such amounts from funds that have been released from the Escrow for the benefit of Sellers and the Founders and are otherwise deliverable to them or via receipt of funds by Sellers from the Notes. (e) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, Contract, consent, settlement, resolution or instruction of, the Sellers’ Representative shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, including as to the amendment of this Agreement or any other Transaction Agreement or any waiver hereunder or thereunder, Contract, consent, settlement, resolution or instruction of all the Seller Parties and shall be final, binding and conclusive upon each such Seller and Founder; and Purchaser, each other Indemnified Party and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, Contract, consent, settlement, resolution or instruction. Purchaser and each other Indemnified Party and the Escrow Agent are hereby relieved from any Liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, Contract, consent or instruction of the Sellers’ Representative. (f) Any and all claims and disputes between or among any Indemnified Party, the Sellers’ Representative and/or any one or more Indemnifying Parties relating to this Agreement or the Escrow Agreement or the Transactions shall in the case of any claim or dispute asserted by or against or involving any such Indemnifying Party (other than any claim against or dispute with the Sellers’ Representative), be asserted or otherwise addressed solely by the Sellers’ Representative on behalf of such Indemnifying Party (and not by such Indemnifying Party acting on its own behalf).

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party The Sellers hereby appoints Founder 1 appoint the Sellers Representative as agent and attorney in fact for and on behalf of the Sellers, to be effective on and after the Closing, to (together i) interpret the terms and provisions of this Agreement and the Ancillary Agreements, (ii) execute, deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with his permitted successorsthis Agreement, the “Sellers’ Representative”), as its or his true Ancillary Agreements and lawful agent and attorney-in-fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any consummation of the Transactions, including, (iii) receive service of process in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or connection with any other Indemnified Party) and/or the Escrow Agent relating to claims under this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, assume the defense of any proceedings, and agree to demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to such claims; proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Representative for the accomplishment of the foregoing, (v) assertgive and receive notices and communications, negotiate(vi) make any determinations and settle any matters related to any Tax matters pursuant to Section 7.15 (and under the Tax Receivable Agreement), enter into settlements and compromises of(vii) administer, and agree pay out, deduct, hold back or redirect any funds, which may be payable or distributable to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party Sellers pursuant to the terms of this Agreement or any dispute between Ancillary Agreement for, (A) any Indemnified Party and any such Indemnifying Party, in each case relating amount that may be payable by the Sellers pursuant to this Agreement, including Section 7.15 or (B) any costs, fees, expenses and other liabilities incurred by the Escrow Sellers Representative, acting in such capacity, in connection with this Agreement or and the Transactions; (vi) agree to amend on behalf of the Seller Parties this AgreementAncillary Agreements, the Escrow Agreement or any other Transaction Agreement; and (viiviii) take all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Sellers in connection with this Agreement and the Ancillary Agreements. (b) The Sellers Representative, or any successor hereafter appointed, may resign at any time by written notice to SPAC and Sponsor, and may be removed at any time (and a replacement Sellers Representative may be appointed) with the vote or written consent of ▇▇▇▇▇▇▇ that held at least a majority of the Company Interests as of immediately prior to the Closing. Any change in the Sellers Representative will become effective upon notice to SPAC and Sponsor in accordance with this Section 10.13. All power, authority, rights and privileges conferred in this Agreement to the Sellers Representative will apply to any successor Sellers Representative. (c) Notwithstanding anything to the contrary in this Agreement or any Transaction Document, (i) the Sellers Representative will not be liable for any act done or omitted under this Agreement as Sellers Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith, (ii) SPAC agrees that it will not look to the assets of the Sellers Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Company or Sellers, as the case may be and (iii) in performing any of its duties under this Agreement or any Ancillary Agreements, the Sellers Representative will not be liable to the Sellers or any other person for any losses that any such person may incur as a result of any act, or failure to act, by the Sellers Representative under this Agreement or any Ancillary Agreements, and the Sellers Representative will be indemnified and held harmless by SPAC and OpCo, jointly and severally, for all losses, except to the extent that the actions or omissions of the Sellers Representative constituted Fraud, gross negligence or willful misconduct. The limitation of liability provisions of this Section 10.13(c) will survive the termination of this Agreement, any Ancillary Agreement and the resignation of the Sellers Representative. (d) SPAC and Sponsor shall be entitled to rely exclusively upon any notices and other acts of the Sellers Representative relating to the Sellers’ Representative rights and obligations hereunder as being legally binding acts of each Seller individually and collectively. (e) The grant of authority providing for in this Section 10.13 (i) is coupled with an interest and shall be irrevocable and survive the accomplishment death, incompetency, bankruptcy or liquidation of any Seller and (ii) shall survive the Closing. (f) In the event of any conflict or inconsistency of any term or provision set forth in this Section 10.13 and any of the foregoing, in each case (except as otherwise specified) without having to seek terms or obtain the consent provisions of any Person under Ancillary Agreement, such conflict or inconsistency shall be resolved by giving precedence first to this Section 10.13, which shall prevail and control in any circumstancesuch conflict or inconsistency.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby irrevocably designates and appoints Founder 1 (together with his permitted successorsR▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as, and R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby irrevocably accepts the designation as and agrees to be, the representative of the Seller Parties as described in this Section 2.5 and elsewhere in this Agreement and the Ancillary Agreements (in such capacity, “Sellers’ Representative”). Sellers’ Representative is designated as the attorney in fact and agent for and on behalf of each Seller Party and its respective heirs, as its or his true successors and lawful agent and attorney-in-fact, assigns with respect to (1) determination the exercise of the power to: (i) take all actions and make all decisions with respect to the payment at the Closing and adjustments thereof contemplated by Sections 2.3, 2.4, 2.11 and 2.12, including to deliver the Estimated Statement and negotiate and agree on a Final Working CapitalStatement and the Initial Statement pursuant to Sections 2.3 and 2.4; and to deliver the Initial Unfunded Liability Statement and to negotiate and agree on the Final Unfunded Liability Statement pursuant to Section 2.11; and to deliver the Initial Change in Control Payment Statement and to negotiate and agree on the Final Change in Control Payment Statement pursuant to Section 2.12, (2ii) designate the account (or accounts) to which payments by Buyer shall be made pursuant to this Agreement; (iii) take all actions and make all decisions with respect to claims for indemnification under Article VII and with respect to amounts owed under this Agreement, including to litigate, arbitrate, resolve, settle or compromise any claims (including the settlement thereof) made by an Indemnified Party claim under Section 2.4, Section 2.11 or Section 2.12 or any claim for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured NotesVII; (iv) consent or agree to, negotiate, enter into settlements designate the Closing Date and compromises of, and agree place pursuant to arbitration and comply with Orders with respect to such claimsSection 2.6; (v) assert, negotiate, enter into settlements participate in and compromises of, control any Tax Contest in connection with any Tax Claim and agree to arbitration and comply with Orders with respect to, settle or otherwise resolve any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying PartyTax Claim, in each case relating pursuant to this Agreement, the Escrow Agreement or the TransactionsSection 5.5(a)(ix); (vi) agree to amend provide and receive notices on behalf of the Seller Parties under this Agreement, the Escrow Agreement or any other Transaction Agreementdocument delivered in connection herewith or therewith; and (vii) take all other actions and make all other decisions required or permitted to be taken by Sellers’ Representative under this Agreement or any Ancillary Agreement and (viii) take all actions necessary or appropriate in the sole judgment of the Sellers’ Representative for the accomplishment of the foregoing (each of clauses (i) through (viii) in the foregoing, a “Designated Purpose”). Sellers’ Representative shall have no authority or power to act on behalf of Buyer or the Companies. The Seller Parties shall be bound by all actions taken and documents executed by Sellers’ Representative in connection with each case Designated Purpose, and Buyer shall be entitled to rely on any action or decision of Sellers’ Representative. Notices or communications to or from Sellers’ Representative shall constitute notice to or from each and all Seller Parties. In performing the functions specified in this Agreement, Sellers’ Representative may act upon any instrument or other writing believed by Sellers’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement and the Ancillary Agreements. Sellers’ Representative shall be indemnified and held harmless by the Seller Parties, jointly and severally, and in accordance with each Seller Party’s applicable Pro Rata Share, from and against any Losses incurred on the part of Sellers’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. No bond shall be required of Sellers’ Representative and Sellers’ Representative shall receive no compensation for services hereunder. Any out-of-pocket costs and expenses incurred by Sellers’ Representative in connection with actions taken by Sellers’ Representative in connection with each Designated Purpose including the hiring of legal counsel and the incurring of legal fees and costs shall be the responsibility of the Seller Parties (except as otherwise specified) without having allocated among them in accordance with Section 2.10). Without limiting the generality of the foregoing, Sellers’ Representative shall have full power and authority to seek or obtain interpret all the consent terms and provisions of any Person under any circumstancethis Agreement and the Ancillary Agreements on behalf of all the Seller Parties and their respective heirs, successors and assigns.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with his permitted successors, the “Sellers’ Representative”)Representative is hereby appointed as agent, as its or his agent for service of process and true and lawful agent and attorney-in-factfact for each securityholder of the Company on the date hereof (each, a “Securityholder”), with full power or substitution, to act in the name, place and stead of a Securityholder with respect to (1) determination of this Agreement and the Final Working Capital, (2) other Transaction Documents and the transactions contemplated hereby and thereby and to take any claims (including the settlement thereof) action and make any decision required or permitted to be taken or made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related or on behalf of a Securityholder under or with respect to this Agreement or the other Transaction Agreements or any of the TransactionsDocuments, including, in furtherance thereof, to: (i) to act as paying agent under this Agreement and the Escrow Agreement; (ii) to give and receive notices and communications communications; (iii) to act for or from Purchaser (on behalf of itself or Sellers with respect to the escrow account created for the benefit of the Sellers and any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that matter arising under this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually)other Transaction Documents; (iiiv) to authorize deliveries delivery to Purchaser Parent or any other Parent Indemnified Party of cash from any funds and property in its possession or in the Working Capital possession of the Escrow Amount Agent in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself Parent or any other Parent Indemnified Party, including by not objecting to claims thereto); (iiiv) to object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notessuch deliveries; (ivvi) consent or to negotiate, settle, compromise, agree to, negotiatecommence, enter into settlements prosecute, participate in, dismiss or otherwise terminate, as applicable, lawsuits and compromises ofclaims, mediation and agree arbitration proceedings; (vii) to arbitration and comply with Orders orders of courts and awards of courts, mediators and arbitrators with respect to such claimssuits, claims or proceedings; (vviii) assertto grant any consent, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party approval or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to waiver under this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction AgreementDocuments, including to amend or modify this Agreement or any Transaction Documents; and (viixi) to take all actions necessary or appropriate in the judgment of that the Sellers’ Representative may, in its sole discretion, determine to be necessary or appropriate for the accomplishment of the foregoing. Sellers’ Representative shall for all purposes be deemed the sole authorized agent of each Securityholder until such time as the agency is terminated. Such agency may be changed by Sellers from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that Sellers’ Representative may not be removed unless Sellers that received at least two-thirds of the Merger Consideration agree to such removal and to the identity of the substituted representative. Any vacancy in the position of Sellers’ Representative may be filled by approval of the Sellers that received at least a majority in interest of the Merger Consideration. No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall not receive compensation for its services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each Securityholder during the term of the agency. (b) As between the Sellers’ Representative and the other Securityholders: (i) the Sellers’ Representative shall not incur any liability with respect to any action taken or suffered by it or omitted under this Section 13.17 while acting in its capacity under this Section 13.17; (ii) the Sellers’ Representative may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered by the Sellers’ Representative shall not be liable to anyone while acting in its capacity under this Section 13.17; (iii) the Sellers’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no other covenants or obligations shall be implied under this Agreement against the Sellers’ Representative (provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Representative determined by it to be reasonably necessary to carry out the purposes of its obligations); (iv) each case Securityholder shall severally (except as otherwise specifiedbut not jointly) without having to seek or obtain indemnify the consent Sellers’ Representative and hold it harmless against its Pro Rata Portion of any Person loss, liability or expense incurred on the part of the Sellers’ Representative (unless arising out of its gross negligence or willful misconduct) and arising out of or in connection with the acceptance or administration of its duties under this Section 13.17; and (v) the Sellers’ Representative shall be entitled to satisfy any circumstancesuch loss, liability and expense from the proceeds of the Escrow and the Sellers’ Representative Reserve Amount received by the Sellers’ Representative for distribution to the Sellers on a pro rata basis.” (c) A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision, act, consent or instruction of all of Sellers and shall be final, binding and conclusive upon each such Securityholder. Parent may conclusively rely upon, without independent verification or investigation, and until 30 days after receipt of the notice of a change in the Sellers’ Representative under Section 13.17(a), continue to rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of every such Securityholder, and Parent shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the Sellers’ Representative.

Sellers’ Representative. Section 10.13(a) By virtue of the Stock Purchase execution and delivery of this Agreement is hereby amended and restated in its entirety to read as follows: (a) Each by the Sellers, each Seller Party hereby appoints Founder 1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ (together with his permitted successors, the “Sellers’ Representative”), as his, her or its or his true and lawful agent and attorney-in-fact, fact to enter into any agreement in connection with respect to (1) determination of the Final Working Capital, (2) transactions contemplated by this Agreement and any claims (including transactions contemplated by the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10Escrow Agreement, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser Navios (on behalf of itself or of any other Indemnified PartySeller) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Transactions transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the such Seller Parties individually); (ii) authorize deliveries to Purchaser reductions of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims theretoaccordance with Schedule 1.2(b); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders orders of courts and awards of arbitrators with respect to such claimsto, this Agreement or the Escrow Agreement; (viv) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party this Agreement or the Escrow Agreement, against any such Indemnifying Party Seller or by any Indemnifying Party such Seller against any Indemnified Party indemnified party or any dispute between any Indemnified Party indemnified party and any such Indemnifying PartySeller, in each case relating to this Agreement, the Escrow Agreement or the Transactionstransactions contemplated hereby or thereby; (viv) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreementagreement referred to herein or contemplated hereby; and (viivi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstance.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller By executing this Agreement, each Selling Party hereby irrevocably authorizes and appoints Founder 1 (together with his permitted successors, the “Sellers’ Representative”), Representative as its or his true and lawful agent such Selling Party’s representative and attorney-in-fact, fact to act on behalf of such Person with respect to (1) determination of this Agreement and the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant Escrow Agreement and to this Article 10, and (3) take any and all other actions and make any decisions required or permitted to be taken by the Sellers’ Representative related pursuant to this Agreement or the other Transaction Agreements or any Escrow Agreement, including the exercise of the Transactions, including, in furtherance thereof, power to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually)communications; (ii) authorize deliveries delivery to Purchaser Buyer of cash from the Working Capital Indemnity Escrow Amount Account in satisfaction of claims asserted for indemnification made by Purchaser as Buyer pursuant to the Final Working Capital Statement Section 8.03 or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto)Article XI; (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders orders of courts with respect to such claimsclaims for indemnification made by Buyer pursuant to Section 8.03 or Article XI; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Section 8.03 or Article XI; (v) assertauthorize delivery to Buyer of cash from the Indemnity Escrow Account in satisfaction of any negative Purchase Price Adjustment pursuant to Section 2.04 or any adjustment to the Final Purchase Price payable to Buyer pursuant to Section 2.10 otherwise agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, orders or otherwise handle any other claim by any Indemnified Party against any such Indemnifying Party matters described Section 2.04 or by any Indemnifying Party against any Indemnified Party Section 2.10; (vi) execute and deliver all documents necessary or any dispute between any Indemnified Party desirable to carry out the intent of this Agreement and any such Indemnifying Partyother Transaction Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any other Transaction Document (including the Escrow Agreement); (viii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in each case relating complying with its duties and obligations; (ix) to receive funds, make payments of funds, and give receipts for funds on behalf of the Selling Parties in connection with this Agreement, the Escrow Agreement or and the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; transactions contemplated hereby and thereby and (viix) take all actions necessary or appropriate in the good faith judgment of the Sellers’ Representative for the accomplishment of the foregoing. (b) Buyer shall be entitled to deal exclusively with Sellers’ Representative on all matters relating to this Agreement (including Section 8.03 and Article XI) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Selling Party by Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Selling Party by Sellers’ Representative, as being fully binding upon such Person. Notices or communications to or from Sellers’ Representative shall constitute notice to or from each of the Selling Parties. Any decision or action by Sellers’ Representative hereunder, including any agreement between Sellers’ Representative and Buyer relating to the defense, payment or settlement of any claims for indemnification or otherwise as provided hereunder, shall constitute a decision or action of all Selling Parties and shall be final, binding and conclusive upon each such Selling Party. No Selling Party shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one Selling Party, or by operation of Law, whether by death or other event. (c) Sellers’ Representative may resign at any time, and may be removed for any reason or no reason by the unanimous vote or written consent of the Selling Parties; provided, however, in no event shall Sellers’ Representative resign or be removed without the Selling Parties having first appointed a new Sellers’ Representative who shall assume such duties immediately upon the resignation or removal of Sellers’ Representative. In the event of the death, incapacity, resignation or removal of Sellers’ Representative, a new Sellers’ Representative shall be appointed by the unanimous vote or written consent of the Selling Parties. Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer and the Company shall be entitled to rely on the decisions and actions of the prior Sellers’ Representative as described in Section 12.01(a) and Section 12.01(b). (d) Sellers’ Representative shall not be liable to the Selling Parties for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Sellers’ Representative shall be conclusive evidence of good faith). Seller shall indemnify and hold harmless Sellers’ Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Sellers’ Representative under this Agreement and the Escrow Agreement (the “Representative Losses”), in each case (except as otherwise specified) without having such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Sellers’ Representative, Sellers’ Representative shall reimburse the Selling Parties the amount of such indemnified Representative Loss attributable to seek such gross negligence, fraud, intentional misconduct or obtain the consent of any Person under any circumstancebad faith. The Representative Losses shall be satisfied by Seller.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as his permitted successorsor its exclusive representative, the “Sellers’ Representative”)agent, as its or his true and lawful agent proxy and attorney-in-factfact for all purposes under this Agreement, with respect including to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and represent such Seller in all other actions taken by the Sellers’ Representative matters related to this Agreement as Sellers’ Representative. Sellers’ Representative will have full power and authority, on behalf of all of Sellers, to take all actions required or desirable under this Agreement or the Escrow Agreement, and to take all other Transaction Agreements actions reasonably required to properly represent any or any all of Sellers under this Agreement or the TransactionsEscrow Agreement, including, in furtherance thereof, including to: : (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); communications; (ii) authorize deliveries to Purchaser delivery of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as pursuant to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); Agreement; (iii) object receive payment of funds from Buyer for further distribution to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; Sellers in accordance with their Pro Rata Percentages; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to such claims; orders or otherwise handle any other matters described in Section 1.5(c); (v) assertagree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders orders of courts with respect to, any other claim to claims for indemnification made by any a Buyer Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating pursuant to this Agreement, the Escrow Agreement or the Transactions; Article VI; (vi) agree litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to amend on behalf Article VI; (vii) execute and deliver all documents necessary or desirable to carry out the intent of the Seller Parties this Agreement, Agreement and any Transaction Document (including the Escrow Agreement); (viii) make all elections or decisions contemplated by this Agreement and any Transaction Document (including the Escrow Agreement); ​ (ix) engage, employ or appoint any other Transaction Agreementagents or representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; and and (viix) take all actions necessary or appropriate in the good faith judgment of the Sellers’ Representative for the accomplishment of the foregoing. With respect to all such matters, in each case (except as otherwise specified) without having to seek all Sellers will be bound by the actions taken by Sellers’ Representative. Sellers’ Representative may resign at any time, and may be removed for any reason or obtain no reason by the vote or written consent of a majority in interest of Sellers according to each Seller’s Pro Rata Percentage (the “Majority Holders”). In the event of the death, incapacity, resignation or removal of Sellers’ Representative, a new Sellers’ Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by ▇▇▇▇▇. (b) All decisions and actions by Sellers’ Representative in connection with this Agreement and the Transaction Documents will be final, binding and conclusive upon each of Sellers, and no Seller will have the right to object to, dissent from, protest or otherwise contest the same. Sellers’ Representative will have no duties or obligations hereunder‎, including any fiduciary duties,‎ except those specifically set forth in this Agreement and such duties and obligations will be determined solely by the express provisions of this Agreement. (c) A decision, act, consent or instruction of Sellers’ Representative shall constitute a decision for all of Sellers, and shall be final, binding and conclusive upon each of Sellers. Buyer may rely upon any decision, act, consent or instruction of Sellers’ Representative as being the decision, act, consent or instruction of each and all of Sellers. Buyer is hereby relieved from any liability to any Person for any acts done in accordance with such decision, act, consent or instruction of Sellers’ Representative. (d) Each Seller severally, for itself only and not jointly, agrees to indemnify and hold harmless Sellers’ Representative and its Representatives against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons in connection with any action to which Sellers’ Representative or such other Person is made a party by reason of the fact that it is or was acting as, or at the direction of, Sellers’ Representative pursuant to the terms of this Agreement and any other Transaction Document. Neither Sellers’ Representative nor any of its representatives shall incur ‎any liability to any Seller by virtue of the failure or refusal of such Persons for any ‎reason to consummate the transactions contemplated by this Agreement or relating to the performance of ‎their duties hereunder. Sellers’ Representative and its Representatives shall have no ‎liability in respect of any action brought against such Persons by any Seller, ‎regardless of the legal theory under which such liability or obligation may be sought to ‎be imposed, whether sounding in contract or tort, or whether at law or in equity, or ‎otherwise, if such Persons took or omitted taking any circumstanceaction in good faith.” (e) Provided that Buyer has made the payments to Sellers’ Representative (on behalf of Sellers) as contemplated in this Agreement, neither Buyer nor its Affiliates shall have any liability to Sellers in regard to the payments to be made from Sellers’ Representative to Sellers under this Agreement nor shall Buyer or Sellers’ Representative have any liability in respect of any allocations and adjustment pursuant to Section 1.5 or with respect to the determination of the Pro Rata Percentages. ​ ​ ​ ​ ​

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with his permitted successorsUpon and by virtue of the approval of this Agreement by the holders of a majority of the Company Stock, and pursuant to each Joinder Agreement the “Sellers’ Representative”)Selling Securityholders designate and irrevocably appoint Compass Group Diversified Holdings LLC as the representative, as its or his true and lawful agent agent, proxy and attorney-in-factfact for and on behalf of the Selling Securityholders for the limited purposes of representing the Selling Securityholders under this Agreement (including the Related Agreements) (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement), to act on the Selling Secutiyholder’s behalf from and after the date hereof in connection with this Agreement (including this Section 9.7) or any Related Agreement (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement), as follows: (i) receipt of payments under or pursuant to this Agreement and disbursement thereof to the Selling Securityholders and others, as contemplated by this Agreement; (ii) payment of amounts due to Buyer pursuant to Section 2.12 or any other provision of this Agreement; (iii) delivering, receipt and forwarding of notices and communications pursuant to this Agreement; (iv)(A) administration of the provisions of this Agreement, (B) subject to the proviso at the end of this sentence, taking such action as the Sellers Representative is required or permitted to take under the Merger Agreement or any Related Agreement (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement), and (C) subject to the proviso at the end of this sentence, making all elections or decisions that the Sellers Representative is authorized to make under the Merger Agreement or any Related Agreement (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement); (v) subject to the proviso at the end of this sentence, giving or agreeing to, on behalf of all or any of the Selling Securityholders, any and all consents, waivers, amendments or modifications deemed by the Sellers Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement; (vi) subject to the proviso at the end of this sentence, amending this Agreement, any Related Agreement or any of the instruments to be delivered to Buyer or any other Person pursuant to this Agreement or any Related Agreement; (vii) subject to the proviso at the end of this sentence, (A) disputing or refraining from disputing, on behalf of each Selling Securityholder relative to any amounts to be received or paid by such Selling Securityholder under this Agreement or any Related Agreements (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement), any claim made by any Buyer Indemnified Party under this Agreement or any Related Agreement (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement), (B) negotiating and compromising, on behalf of each such Selling Securityholder, any dispute that may arise under, and exercising or refraining from exercising any rights or remedies available under, this Agreement or any Related Agreement (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement), (C) defending and/or settling any claim by any Buyer Indemnified Party or any Third Party Claim, and (D) executing, on behalf of each such Selling Securityholder, any settlement agreement, release or other document with respect to any dispute or remedy described in the foregoing clauses (A) through (C); (viii) engaging attorneys, accountants, agents or consultants on behalf of any of the Selling Securityholders in connection with this Agreement or any Related Agreement (other than the Non-Competition and Non-Solicitation Agreements, the Separation Agreements or the Consulting Agreement) and paying any fees, costs and/or expenses related thereto; (ix) using the Sellers Representative Reserve Fund as contemplated by the terms of this Agreement, including Section 2.14 and 9.7(e); and (x) subject to the proviso at the end of this sentence, execution of any of the documents and certificates contemplated by this Agreement or the Transactions as may be reasonably necessary or appropriate in order for the Sellers Representative to take any action described in the foregoing clauses (i) through (ix); provided, however, that each Selling Securityholder does not authorize the Sellers Representative to take any action on such Selling Securityholder’s behalf and such Selling Securityholder does not designate such Sellers Representative as its representative, agent, proxy or attorney-in-fact with respect to (1) determination any amendment or modification to, waiver of the Final Working Capitalterms of, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10or consent under, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates if such amendment, modification, waiver or consent adversely and disproportionately affects such Selling Securityholder on a per share or option basis (as applicable) in a manner differently than other holders of Company Stock or Company Options (as applicable) without such Selling Securityholder’s prior written consent, (2) any amendment or modification to, waiver of the terms of, or consent under, the Non-Competition and Non-Solicitation Agreements, the Separation Agreements, the Consulting Agreement, the Joinder Agreements , the Letters of Transmittal, the Option Surrender Agreements or the Lock-Up Agreements (as defined in the Joinder Agreement), or (3) any entry into any settlement agreement pursuant to clause (vii) above that (A) is inconsistent with the limitations set forth in Section 9.3(d)(i) of this Agreement or that imposes (x) payment obligations on such Selling Securityholder that are not in accordance with its Indemnification Percentage or (y) non-payment obligations or terms on such Selling Securityholder that are different and less favorable to such Selling Securityholder than the non-payment obligations and terms applicable to the other Selling Securityholders under such settlement agreement, or (B) is associated with a claim for indemnification under Section 9.2(b) of this Agreement, in each case, without such Selling Securityholder’s prior written consent. The Sellers Representative may resign at any time upon prior written notice to the Selling Securityholders. The Sellers Representative may be removed by the Pre-Closing Majority Selling Securityholders (as defined below) from time to time upon prior written notice to Buyer; provided, that the Sellers Representative may not be removed unless the Pre-Closing Majority Selling Securityholders agree to such notice or communication removal and to the identity of the substituted agent. A vacancy in the position of Sellers Representative shall be given or received filled by the Seller Parties individually); (ii) authorize deliveries Pre-Closing Majority Selling Securityholders. No bond shall be required of the Sellers Representative. After the Closing, notices or communications to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount Sellers Representative shall constitute notice to or from the Selling Securityholders. (b) Notwithstanding Section 9.7(a), in the event that the Sellers Representative is of the opinion that it requires further authorization or advice from the Selling Securityholders on any matters concerning this Agreement, the Sellers Representative shall be entitled to seek such further authorization from the Selling Securityholders prior to acting on their behalf. In such event, the approval of the Selling Securityholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of Company Stock as of immediately prior to the Closing (the “Pre-Closing Majority Selling Securityholders”) shall be binding on all of the Selling Securityholders and shall constitute the authorization of the Selling Securityholders. The appointment of the Sellers Representative is coupled with an interest and shall be irrevocable by any Selling Securityholder in any manner or for any reason. This authority granted to the Sellers Representative shall not be affected by the death, illness, dissolution, disability, incapacity or other Purchaser indemnification claims inability to act of any principal pursuant to any applicable Law. Compass Group Diversified Holdings LLC hereby accepts its appointment as the initial Sellers Representative. (c) All acts of the Sellers Representative hereunder in its capacity as such shall be deemed to be acts on behalf of itself the Selling Securityholders and not of the Sellers Representative individually. The Sellers Representative shall not have any liability for any amount owed to Buyer or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Buyer Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating pursuant to this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstance.”including Section 2.12

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party Equity Holder hereby appoints Founder 1 (together with his permitted successors, designates Logistics Holding as the “Sellers’ Representative”), as its ” to execute any and all instruments or his true and lawful agent and attorney-in-fact, with respect to (1) determination other documents on behalf of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10such Equity Holder, and (3) to do any and all other actions taken by acts or things on behalf of such Equity Holder, which the Sellers’ Representative related may deem necessary or advisable, or which may be required pursuant to this Agreement, the Escrow Agreement or otherwise, in connection with the other Transaction Agreements or any consummation of the Transactionstransactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, in furtherance thereofbut not limited to, the exercise of the power to: (i) execute the Escrow Agreement on behalf of each Equity Holder, (ii) act for each Equity Holder with respect to any Purchase Price Adjustment, (iii) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) Buyer and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Transactions transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties such Equity Holders individually); , (iiiv) authorize deliveries the release or delivery to Purchaser Buyer of cash from all or a portion of the Working Capital Escrow Amount or Holdback Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself by Buyer or any other Buyer Indemnified Party, Party pursuant to Article X (including by not objecting to claims theretosuch claims); , (iiiv) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, object to, negotiate, resolve, enter into settlements and compromises of, and agree to demand arbitration or litigation of, and comply with Orders with respect to such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders orders of arbitrators or courts with respect to, (A) indemnification claims by Buyer or any other claim by any Buyer Indemnified Party against any such Indemnifying Party pursuant to Article X or by any Indemnifying Party against any Indemnified Party or (B) any dispute between any Buyer Indemnified Party and any such Indemnifying PartyEquity Holder, in each case relating to this Agreement, the Escrow Agreement or the Transactions; Escrow Agreement, and (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative shall have authority and power to act on behalf of each Equity Holder with respect to the disposition, settlement or other handling of all claims under this Agreement and the Escrow Agreement and all rights or obligations arising under this Agreement and the Escrow Agreement. The Equity Holders shall be bound by all actions taken and documents executed by the Sellers’ Representative in connection with this Agreement and the Escrow Agreement, and Buyer and other Buyer Indemnified Parties shall be entitled to rely on any action or decision of the Sellers’ Representative. The Sellers’ Representative shall receive no compensation for its services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each case Equity Holder. (except as b) In performing the functions specified in this Agreement, the Sellers’ Representative shall not be liable to any Equity Holder in the absence of gross negligence or willful misconduct on the part of the Sellers’ Representative. Each Equity Holder shall severally (based on each such Equity Holder’s Pro Rata Percentage), and not jointly, indemnify and hold harmless the Sellers’ Representative from and against any Loss incurred without gross negligence or willful misconduct on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. If not paid directly to the Sellers’ Representative by the Equity Holders, such Losses may be recovered by the Sellers’ Representative from the Escrow Amount or Holdback Amount otherwise specified) without having distributable to seek the Equity Holders (and not distributed or obtain the consent distributable to any Buyer Indemnified Party or subject to a pending indemnification claim of any Person under any circumstanceBuyer Indemnified Party) following the expiration of all Claims Periods and final resolution of all claims made prior to the expiration thereof pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Equity Holders according to their respective Pro Rata Percentage.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party The Sellers hereby appoints Founder 1 (together with his permitted successorsconstitute and appoint the Sellers Representative as agent and attorney in fact for and on behalf of the other Sellers. Without limiting the generality of the foregoing, the Sellers Representative has full power and authority, on behalf of each Seller and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by or on behalf of the Sellers in connection herewith, including the Escrow Agreement and the agreement entered into by the Sellers Representative with the Escrow Agent with respect to the administration of the Holdback Amount (the “Sellers’ RepresentativeHoldback Agreement”), as its (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or his true and lawful agent and attorney-in-fact, permitted to be given in connection with respect to (1) determination the consummation of the Final Working Capitaltransactions contemplated by this Agreement, the Escrow Agreement and the Holdback Agreement, (2iii) receive service of process in connection with any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to under this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified PartyHoldback Agreement, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and agree to demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to such claims; , and to take all actions necessary or appropriate in the judgment of the Sellers Representative for the accomplishment of the foregoing, (v) assertgive and receive notices and communications, negotiate, enter into settlements and compromises of, and agree (vi) authorize delivery to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party the Buyer of the Indemnity Escrow Amount or any dispute between any Indemnified Party portion thereof in satisfaction of claims brought by the Buyer for Losses, (vii) object to such deliveries, (viii) distribute the Indemnity Escrow Amount and the Adjustment Escrow Amount and any earnings and proceeds thereon, (ix) administer, deduct, hold back and/or redirect any funds, including the Holdback Amount, which may be payable to any Seller pursuant to the terms of this Agreement, the Escrow Agreement, the Holdback Agreement or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, (A) any amount that may be payable by such Indemnifying PartySeller hereunder or (B) any costs, fees, expenses and other liabilities incurred by the Sellers Representative (in each case relating to its capacity as such) in connection with this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Holdback Agreement or any other Transaction Agreement; its rights or obligations hereunder and thereunder, and (viix) take all actions necessary or appropriate in the judgment of the SellersSellers Representative on behalf of the Sellers in connection with this Agreement, the Escrow Agreement and the Holdback Agreement, including bringing claims against the Buyer pursuant to Section 10.1. (b) Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Amount (the “Majority-in-Interest”) from time to time upon not less than five days’ prior written notice to the Buyer. The Sellers Representative, or any successor hereafter appointed, may resign at any time by written notice to the Buyer. A successor Sellers Representative will be named by a Majority-in-Interest. All power, authority, rights and privileges conferred in this Agreement to the Sellers Representative will apply to any successor Sellers Representative. (c) The Sellers Representative will not be liable for any act done or omitted under this Agreement, the Escrow Agreement or the Holdback Agreement as Sellers Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. The Buyer agrees that it will not look to the personal assets of the Sellers Representative, acting in such capacity, for the accomplishment satisfaction of any obligations to be performed by the Company (pre-Closing) or the Sellers. In performing any of its duties under this Agreement or any agreements or documents executed and delivered in connection herewith, the Sellers Representative will not be liable to the Sellers for any Losses that such Person may incur as a result of any act, or failure to act, by the Sellers Representative under this Agreement or any agreements or documents executed and delivered in connection herewith (including the Escrow Agreement), and the Sellers Representative will be indemnified and held harmless by the Sellers for all Losses, except to the extent that the actions or omissions of the foregoingSellers Representative were taken or omitted not in good faith. The limitation of liability provisions of this Section 12.1(c) will survive the termination of this Agreement and the resignation of the Sellers Representative. (d) If the Buyer is paid or distributed any portion of the Indemnity Escrow Amount in satisfaction of Losses resulting from an inaccuracy or a breach of the representations and warranties contained in Article IV or a breach by a Seller of a covenant contained in this Agreement, the breaching Seller will indemnify each non-breaching Seller in each case an amount equal to the product of (except a) the portion of the Indemnity Escrow Amount paid or distributed to the Buyer pursuant to the Escrow Agreement as otherwise specifieda result of such breach or inaccuracy and (b) without having the percentage applicable to seek such non-breaching Seller based on the Seller Pro Rata Portion, and the Sellers Representative may adjust releases of the Indemnity Escrow Amount or obtain the consent Holdback Amount (as well as any other payments or adjustments of Purchase Price hereunder) as necessary to address any such indemnification obligation that has not been satisfied. For the avoidance of doubt, this Section 12.1(d) shall in no way limit the Buyer’s rights to indemnification pursuant to Article X, including in the event that any non-breaching Seller is unsuccessful in recovering amounts contemplated by this Section 12.1(d). (e) Following the payment by the Sellers Representative of any expenses incurred by the Sellers Representative in the course of performing its obligations under this Agreement, the Sellers Representative shall distribute (i) the Optionholders’ Seller Pro Rata Share of the Remaining Holdback Amount, if any, to the Company and the Buyer shall cause the Company to (A) pay or cause the Subsidiary to pay such amount to the Optionholders, less any applicable Taxes required to be withheld, as promptly as practicable thereafter, and (B) pay such withheld Taxes to the proper Taxing Authority, and (ii) to each Stockholder its respective pro rata share (based on the Seller Pro Rata Portions) of the remaining Holdback Amount, if any. The Sellers Representative may make such distributions in multiple pro rata installments as the Sellers Representative deems prudent in the circumstances. (f) Any and all actions taken or not taken, exercises of rights, power or authority and any decision or determination made by the Sellers Representative in connection herewith shall be absolutely and irrevocably binding upon the Sellers as if such Person under had taken such action, exercised such rights, power or authority or made such decision or determination in its individual capacity, and the Escrow Agent and the Buyer may rely upon such action, exercise of right, power, or authority or such decision or determination of the Sellers Representative as the action, exercise, right, power, or authority, or decision or determination of such Person, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Buyer is hereby relieved from any circumstanceliability to any Person for any acts done by the Sellers Representative and any acts done by the Buyer in accordance with any decision, act, consent or instruction of the Sellers Representative.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with his permitted successorsirrevocably constitutes, designates and appoints, authorizes and empowers the “Sellers’ Representative”Representative (and each successor appointed in accordance with Section 11.10(c)), as its or his sole, exclusive, true and lawful representative, agent and attorney-in-fact, with full power of substitution or resubstitution, but without the right to assign its rights or delegate its duties without the prior written consent of Sellers, and subject to Section 11.10(b), to perform all such acts (or to omit from taking any action), on behalf of each Seller, as are required, authorized or contemplated by this Agreement and the transactions contemplated hereby, including the power and authority to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement; (ii) determine whether the conditions to Closing in Section 7 have been satisfied; (iii) serve as the named party with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made claim for indemnification by an any Buyer Indemnified Party for indemnification made and to resolve such claims as the Sellers’ Representative in its sole discretion deems appropriate; (iv) give and receive any and all notices pursuant to this Article 10Agreement; (v) grant any consent, approval or waiver under this Agreement; (vi) approve waivers, clarifications or post-Closing modifications to this Agreement; (vii) review the Preliminary Statement and provide notice to Buyer under Section 2.3(b)(iv) of any items of disagreement related thereto or approval thereof, and agree upon any resolution of any dispute with respect thereto; (viii) review the Initial Target Statement and provide notice to Buyer under Section 2.2(b)(iv) of any items of disagreement related thereto or approval thereof, and agree upon any resolution of any dispute with respect thereto; (ix) review any Earn-Out Statement and provide notice to Buyer under Section 2.2(a)(iv) of any items of disagreement related thereto or approval thereof, and agree upon any resolution of any dispute with respect thereto; (x) resolve or otherwise defend any Buyer Indemnified Party as described herein, acting in good faith, including (A) to resolve a disputed claim for indemnification asserted by any such Buyer Indemnified Party pursuant to Section 9, and (3B) to defend any such Buyer Indemnified Party from any Loss under Section 9, including, where appropriate, retaining legal counsel or other advisors in furtherance of that defense; and all other actions taken (xi) perform each such act and thing whatsoever that the Sellers’ Representative may be or is required to do, or that the Sellers’ Representative in its sole discretion determines is desirable to do, pursuant to or to carry out the intent of this Agreement, and to amend or supplement the foregoing. (b) The grant of authority provided for in this Section 11.10 (i) is coupled with an interest and is being granted, in part, as an inducement to Buyers to enter into this Agreement and will be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller and will be binding on any successor thereto; and (ii) subject to this Section 11.10, may be exercised by the Sellers’ Representative related acting by signing as the Sellers’ Representative of any Seller. (c) If the Sellers’ Representative or his or its heirs, representatives, successors and permitted assigns, as the case may be, advises Sellers that it is unavailable to perform its duties hereunder, within three Business Days of notice of such advice, an alternative Sellers’ Representative will be appointed by Sellers (it being understood and agreed, however, that, if either T▇▇▇▇▇▇ ▇▇▇▇▇▇ or W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is unavailable to perform his duties hereunder, W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or T▇▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, shall continue to perform his duties hereunder, and no alternative Sellers’ Representative will be appointed by Sellers, unless and until both W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and T▇▇▇▇▇▇ ▇▇▇▇▇▇ are unavailable to perform their respective duties hereunder). Any references in this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication Sellers’ Representative shall be given or received by the Seller Parties individually); deemed to include any duly appointed successor Sellers’ Representative. (iid) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified PartyBuyers may conclusively and absolutely rely, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises ofwithout inquiry, and agree until the receipt of written notice of a change of Sellers’ Representative under Section 11.10(c) may continue to arbitration and comply with Orders with respect to such claims; (v) assertrely, negotiatewithout inquiry, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, upon the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative as the actions of each Seller in all matters referred to in this Section 11.10. Each Seller hereby authorizes Buyers to disregard any notice delivered or other action taken by Sellers pursuant to this Agreement except for the accomplishment of the foregoing, in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstanceSellers’ Representative.”

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby irrevocably appoints Founder 1 (together with his permitted successors, the “Sellers’ Representative”), ▇▇▇▇▇▇ Partners as its or his true and lawful agent and attorney-in-fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related and authorizes the Sellers’ Representative to this Agreement or take, and consents to the other Transaction Agreements or any Sellers’ Representative taking, the following actions for and on behalf of Sellers following the Transactions, including, in furtherance thereof, toClosing: (i) to give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually)communications; (ii) to take any and all actions relating to claims to hold harmless, indemnify, compensate, reimburse or pay Buyer hereunder; (iii) to authorize deliveries -45- delivery to Purchaser Buyer of cash from a portion of the Working Capital Escrow Amount Fund in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured NotesBuyer; (iv) consent or to object to such deliveries; (v) to agree to, negotiate, enter into settlements and compromises of, and agree to demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to to, such claims; (vvi) assert, negotiate, enter into settlements to take all other actions contemplated for the Sellers’ Representative in this Agreement and compromises of, in the Escrow Agreement; (vii) to execute and agree deliver all documents necessary or desirable to arbitration carry out the intent of this Agreement and comply with Orders with respect to, any other claim documents and agreements contemplated by this Agreement (including the Escrow Agreement); (viii) to make all elections or decisions contemplated by this Agreement and any Indemnified Party against any such Indemnifying Party other documents and agreements contemplated by this Agreement (including the Escrow Agreement); (ix) to amend, modify or by any Indemnifying Party against any Indemnified Party waive provisions of this Agreement (subject to Section 8.2 and Section 8.3) or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating of the other related agreements to this Agreement, which the Escrow Agreement or the TransactionsSellers’ Representative is a party; (vix) agree to amend on behalf of engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Seller Parties this Agreement, Sellers’ Representative in complying with the Escrow Agreement or any other Transaction AgreementSellers’ Representative’s duties and obligations; and (viixi) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case . Buyer shall be entitled to deal exclusively with the Sellers’ Representative on all such matters relating to this Agreement (except as otherwise specifiedincluding ARTICLE VII) and shall be entitled to rely conclusively (without having to seek or obtain the consent further evidence of any Person under kind whatsoever) on any circumstancedocument executed or purported to be executed on behalf of any Seller by the Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers’ Representative, as being fully binding upon such Seller. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each Seller. Any decision or action by the Sellers’ Representative hereunder, including any agreement between the Sellers’ Representative and Buyer relating to the defense, payment or settlement of any claims to hold harmless, indemnify, compensate, reimburse or pay Buyer hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Seller. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The Sellers’ Representative shall incur no responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct.” (b) If the Sellers’ Representative shall for any reason become unable to fulfill its responsibilities as the agent of Sellers, then the Sellers’ Representative shall, within ten (10) days after the date upon which the Sellers’ Representative becomes unable to fulfill its responsibilities, appoint a successor representative reasonably acceptable to Buyer. Any such successor shall become the “Sellers’ Representative” for all purposes hereunder.

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party The Sellers hereby appoints Founder 1 (together with his permitted successors, the “Sellers’ Representative”), irrevocably appoint ▇▇▇▇▇ ▇▇▇▇▇ as its or his true and lawful agent and attorney-in-fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related and authorize the Sellers’ Representative to this Agreement or take, and consent to the other Transaction Agreements or any Sellers’ Representative taking, the following actions for and on behalf of the Transactions, including, in furtherance thereof, toeach of them following Closing: (i) to give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually)communications; (ii) to take any and all actions relating to claims to hold harmless, indemnify, compensate, reimburse or pay any Purchaser Indemnitee hereunder; (iii) to authorize deliveries delivery to Purchaser of cash from a portion of the Working Capital Escrow Amount Fund in satisfaction of claims asserted by the Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured NotesIndemnitees; (iv) consent or to object to such deliveries; (v) to agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders orders of courts with respect to to, such claims; (vvi) assert, negotiate, enter into settlements to take all other actions contemplated for the Sellers’ Representative in this Agreement and compromises of, the Tax Covenant and agree in the Escrow Agreement; (vii) to arbitration execute and comply with Orders with respect to, deliver all documents necessary or desirable to carry out the intent of this Agreement and any other claim documents and agreements contemplated by this Agreement and the Tax Covenant (including the Escrow Agreement); (viii) to make all elections or decisions contemplated by this Agreement and any Indemnified Party against any such Indemnifying Party other documents and agreements contemplated by this Agreement and the Tax Covenant (including the Escrow Agreement); (ix) to amend, modify or by any Indemnifying Party against any Indemnified Party waive provisions of this Agreement and the Tax Covenant (subject to Section 9.2 and Section 9.3) or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating of the other related agreements to this Agreement, which the Escrow Agreement or the TransactionsSellers’ Representative is a party; (vix) agree to amend on behalf of engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Seller Parties this Agreement, Sellers’ Representative in complying with the Escrow Agreement or any other Transaction AgreementSellers’ Representative’s duties and obligations; and (viixi) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case . Purchaser shall be entitled to deal exclusively with the Sellers’ Representative on all such matters relating to this Agreement and the Tax Covenant (except as otherwise specifiedincluding Article VIII) and shall be entitled to rely conclusively (without having to seek or obtain the consent further evidence of any Person kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers’ Representative, as being fully binding upon such holder. Each Seller hereby undertakes to Purchaser that the Sellers’ Representative are irrevocably authorized by the Sellers to receive payment on the Sellers’ behalf of all payments to be made by Purchaser to the Sellers under this Agreement and the Tax Covenant and each Seller further acknowledges and agrees that the receipt by the Sellers’ Representative will be deemed good and sufficient discharge for Purchaser in respect of its obligations to pay any circumstancesuch amounts such that Purchaser shall not be concerned to see application thereof. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each of the Sellers. Any decision or action by the Sellers’ Representative hereunder, including any agreement between the Sellers’ Representative and Purchaser relating to the defense, payment or settlement of any claims to hold harmless, indemnify, compensate, reimburse or pay any Indemnitee hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Seller. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same.” (b) If the Sellers’ Representative shall for any reason become unable to fulfill his responsibilities as the agent of the Sellers, then ▇▇▇▇▇ ▇’▇▇▇▇▇ shall, within ten (10) days after the date upon which the Sellers’ Representative becomes unable to fulfill his responsibilities, appoint a successor representative reasonably satisfactory to Purchaser. Any such successor shall become the “Sellers’ Representative” for all purposes hereunder. If for any reason there is no Sellers’ Representative at any time, all references herein to the Sellers’ Representative shall be deemed to refer to ▇▇▇▇▇ ▇’▇▇▇▇▇.

Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with his permitted successorsirrevocably constitutes, the “designates and appoints, authorizes and empowers Sellers’ Representative”Representative (and each successor appointed in accordance with Section 11.8(c)), as its or his its, sole, exclusive, true and lawful representative, agent and attorney-in-factfact of such Seller, with full power of substitution or resubstitution, but without the right to assign its rights or delegate its duties without the prior written consent of Sellers, and subject to Section 11.8(b), to perform all such acts (or to omit from taking any action), on behalf of each Seller, as are required, authorized or contemplated by this Agreement and the transactions contemplated hereby, including the power and authority to: (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement; (ii) determine whether the conditions to Closing in Section 7 have been satisfied; (iii) serve as the named party with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made claim for indemnification by an any Buyer Indemnified Party for indemnification made and to resolve such claims as Sellers’ Representative in its sole discretion deems appropriate; (iv) give and receive any and all notices pursuant to this Article 10Agreement; (v) grant any consent, approval or waiver under this Agreement; (vi) approve waivers, clarifications or post-Closing modifications to this Agreement; (vii) review the Preliminary Statement and provide notice to Buyer under Section 2.3(b)(iv) of any items of disagreement related thereto or approval thereof, and agree upon any resolution of any dispute with respect thereto; (viii) review each EBITDA Statement and provide notice to Buyer under Section 2.4(a) of any items of disagreement related thereto or approval thereof, and agree upon any resolution of any dispute with respect thereto; (ix) resolve or otherwise defend any Buyer Indemnified Party as described herein, acting in good faith, including (A) to resolve a disputed claim for indemnification asserted by any such Buyer Indemnified Party pursuant to Section 9, and (3B) to defend any such Buyer Indemnified Party from any Loss under Section 9, including, where appropriate, retaining legal counsel or other advisors in furtherance of that defense; and (x) perform each such act and thing whatsoever that Sellers’ Representative may be or is required to do, or which Sellers’ Representative in its sole discretion determines is desirable to do, pursuant to or to carry out the intent of this Agreement, and to amend or supplement of the foregoing. (b) The grant of authority provided for in this Section 11.8: (i) is coupled with an interest and is being granted, in part, as an inducement to Buyer to enter into this Agreement and will be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller and will be binding on any successor, permitted assign, heir and representative thereto; and (ii) subject to this Section 11.8, may be exercised by Sellers’ Representative acting by signing as Sellers’ Representative of Sellers. (c) If Sellers’ Representative or his her or its heirs, representatives, successors and permitted assigns, as the case may be, advise Sellers that it is unavailable to perform it duties hereunder, within three Business Days of notice of such advice, an alternative Sellers’ Representative will be appointed by Sellers. Any references in this Agreement to Sellers’ Representative shall be deemed to include any duly appointed successor Sellers’ Representative. (d) Buyer may conclusively and absolutely rely, without inquiry, and until the receipt of written notice of a change of Sellers’ Representative under Section 11.8(c) may continue to rely, without inquiry, upon the actions of Sellers’ Representative as the actions of each Seller in all matters referred to in this Section 11.8. Each Seller hereby authorizes Buyer to disregard any notice delivered or other action taken by any Seller pursuant to this Agreement except for Sellers’ Representative. (e) The Seller’s Representative will not be liable to any Seller for any action taken by it in good faith pursuant to this Agreement, and Sellers will jointly and severally indemnify the Sellers’ Representative from any Losses arising out of its serving as the Sellers’ Representative hereunder. The Sellers’ Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of Sellers hereunder, and Buyer agrees that it will not look at the personal assets of the Sellers’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by Sellers hereunder; provided, however, that the Sellers’ Representative shall indemnify and hold Buyer harmless for any and all other Losses related to a claim initiated by a Seller against Buyer for actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstanceRepresentative.”