Common use of Company Representative Clause in Contracts

Company Representative. (a) Each holder of Company Preferred Stock, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Clearday SR LLC, in the capacity as the Company Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Company Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations with respect to whether the Earnout Milestone has been achieved and Earnout Shares are to be issued under Section 3.7; (ii) terminating, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (vi) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.21 are irrevocable and coupled with an interest. The Company Representative hxxxxx accepts its appointment and authorization as the Company Representative under this Agreement.

Company Representative. (a) Each holder The Company Representative is hereby designated to represent each of Company Preferred Stock, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Clearday SR LLC, in the capacity as the Company RepresentativeArrangement Participants for purposes of this Agreement, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect including prior to the performance on behalf Closing for the purposes set forth herein. The Company Representative may appoint a successor Company Representative at any time, and any such successor Company Representative shall have all of such Person under the terms rights and provisions of this Agreement and the Additional Agreements obligations pertaining to which the Company Representative is a party or otherwise has rights as set forth in such capacity (together with this Agreement, the “. The Company Representative Documents”), as shall have the same may be from time to time amended, following powers and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Company Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, includingduties: (i) controlling to take such lawful actions and making any determinations with respect to whether the Earnout Milestone has been achieved incur such costs and Earnout Shares are to be issued under Section 3.7; (ii) terminating, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors expenses as the Company Representative, in its reasonable sole discretion, deems necessary or advisable to safeguard the interests of the Company Arrangement Participants in the performance Escrow Shares; (ii) to compromise, modify, settle, waive, relinquish, exchange, liquidate or otherwise resolve the rights of its duties the Company Arrangement Participants in and to any amounts that are or may be payable after the Closing by ParentCo hereunder, which compromise, modification, settlement, waiver, relinquishment, exchange, liquidation or resolution may include payment to the Company Arrangement Participants of cash, property or any combination thereof; (iii) to employ accountants, investment banks, appraisers, and other experts, attorneys and such other agents as the Company Representative may deem advisable; (iv) to incur fees, costs and expenses relating to rely on their advice the performance and counselimplementation of this Agreement and the Transaction Documents and the Transactions (including costs and expenses relating to third-party paying agents, wire expenses and other costs and expenses relating to the payment of any amounts due hereunder); (v) incurring and paying reasonable costs and expenses, including fees to maintain a register of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to ClosingCompany Arrangement Participants; and (vi) otherwise enforcing to receive and distribute to the rights Company Arrangement Participants the consideration payable hereunder and/or under the Escrow Agreement, and obligations holdback therefrom any amounts necessary or appropriate in the judgment of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representative; (vii) execute, including deliver and perform under the Transaction Documents; (viii) subject to Section 13.10, execute and deliver any agreement between or perform under any amendment or waiver to this Agreement and the Transaction Documents; (ix) take all actions reasonably necessary to effectuate the change of ownership, divestment, separation out and/or transfer (and any subsequent ownership administration) of the Company Cannabis Permits as contemplated under this Agreement and (x) to take all lawful actions which the Company Representative and deems necessary or advisable in order to carry out the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.21 are irrevocable and coupled with an interestforegoing. The Company Representative hxxxxx accepts its appointment and authorization as shall serve without compensation. The Company Representative shall not be liable to any Party or the Company Representative under this AgreementArrangement Participants for the performance of any act or failure to act so long as it acted (or failed to act) in good faith within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the best interests of the Company Arrangement Participants.

Company Representative. The Chief Financial Officer of the Company (acurrently Xxxxx Xxxxx) Each holder of is specially authorized and appointed to act as the initial Company Preferred StockRepresentative and in any similar capacity under state or local Law, by delivery provided that the Managing Member, may select a different Person to act as Company Representative in respect of a Letter of Transmittal, on behalf of itself Fiscal Year and its successors and assigns, hereby irrevocably constitutes and appoints Clearday SR LLC, in the capacity as it is acknowledged that the Company Representative, as Representative serves at the true discretion of the Managing Member. For any Fiscal Year of the Company to which the Partnership Tax Audit Rules apply and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreementan entity, the “Company Representative Documents”), shall appoint an individual selected by and subject to the control of the Company Representative for such Fiscal Year as the same may be from time “designated individual” and the Company Representative shall revoke such appointment for any Fiscal Year for which the “designated individual” is no longer subject to time amended, the control of the Company Representative. The Company and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, the Members (including any Member designated as the Company Representative will deem necessary prior to the date hereof) shall cooperate fully with each other and shall use reasonable best efforts to cause the Chief Financial Officer (or appropriate such other Person as may be subsequently selected by the Managing Member), or any other Person subsequently designated, to become the Company Representative with respect to any taxable period of the Company with respect to which the statute of limitations has not yet expired, including (as applicable) by filing certifications pursuant to Treasury Regulations Section 301.6231(a)(7)-1(d). The Company Representative is hereby authorized to take such actions and to execute and file all statements and forms on behalf of the Company that are permitted or required by the Partnership Tax Audit Rules (including a “push-out” election under Section 6226 of the Code or any analogous election under state or local tax law) or in connection with any of the transactions contemplated under the other tax proceeding. The Company Representative Documentsmay retain, including: (i) controlling and making any determinations with respect to whether at the Earnout Milestone has been achieved and Earnout Shares are to be issued under Section 3.7; (ii) terminatingCompany’s expense, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal outside counsel, accountants and other professional advisors consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Company Representative. Without limiting the foregoing, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and shall use commercially reasonable efforts to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant give prompt written notice to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (vi) otherwise enforcing NET Power Holders of the rights and obligations commencement of any such Persons under any Company Representative Documentincome tax audit of, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by administrative or judicial proceeding (each, a “Proceeding”) involving, the Company Representative, including or any agreement between of its Subsidiaries that would reasonably be expected to have a material adverse effect on the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and NET Power Holders (or their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.21 are irrevocable and coupled with an interestowners). The Company Representative hxxxxx accepts its appointment (i) shall keep the NET Power Holders reasonably informed of all material developments in relation to and authorization as the Company Representative status of any such Proceedings (including by receipt of a notice of a final partnership adjustment (or equivalent under this Agreementapplicable Laws), IRS Appeals “60-day letter” (or equivalent under applicable Laws), final decision of a court and any other time-sensitive decisions and/or developments with respect to such Proceeding) and (ii) shall solicit and give commercially reasonable consideration to the comments and suggestions of the NET Power Holders affected by the Proceeding prior to settling the Proceeding.

Company Representative. (a) Each holder For purposes of Company Preferred Stockthe foregoing indemnification provisions of Article VIII, by delivery and for the purpose of a Letter asserting the Company's rights pursuant to Section 3.02 of Transmittalthis Agreement, on behalf of itself from and its successors and assigns, hereby irrevocably constitutes and appoints Clearday SR LLC, in after the capacity Effective Time Xxxxx X. Xxxxxxx shall be designated as the Company's representative. The Company Representative, hereby appoints Xxxxx X. Xxxxxxx as the true and lawful agent and its attorney-in-fact of and authorizes him to take such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance action on its behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Company Representative will he shall deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations with respect to whether the Earnout Milestone has been achieved and Earnout Shares are to be issued under Section 3.7; (ii) terminating, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in order to protect the performance interests of its duties as the Shareholders of the Company Representative and to rely on their advice carry out the purpose and counsel; (v) incurring intent of Section 3.02 and paying reasonable costs and expensesArticle VIII hereof, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and but not limited to: (via) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder permitted or thereunder on behalf of such Person. All decisions and actions required by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The those provisions of this Agreement; (b) agreeing with the Indemnified Parties as to any indemnification pursuant to this Agreement by the Company; (c) employing legal counsel; (d) paying out of Company funds (or the Indemnification Fund established pursuant to Section 11.21 are 8.05) any legal or other fees and expenses incurred by him on the Company's behalf acting in his capacity as the Company's representative hereunder; and (e) making, executing, acknowledging and delivering all other contracts, orders, receipts, notices, requests, instructions, certificates, letters or other writings and in general doing all things and taking all actions which he, in his discretion, may consider necessary or proper in connection with or to carry out the terms of Section 3.02 and Article VIII of this Agreement as fully as if the Company were a continuing legal entity and was present and acting in its own behalf. This power-of-attorney and all authority conferred hereby is granted and conferred subject to the interests of the Company which is a party to this Agreement, and in consideration of those interests and for the purpose of completing the transactions contemplated hereby. This power-of-attorney and all authority conferred hereby shall be irrevocable and coupled with an interestshall not be terminated by the Company, by the fact that the Company will be merged out of existence pursuant to the terms of this Agreement, or by operation of law, whether by the death, incompetency or incapacity of the Shareholders of the Company or any of them, or by the occurrence of any other event. The Company, and therefore each Shareholder of the Company, agrees, following the Effective Time, to indemnify and hold the Company's representative free and harmless from any and all loss, damage, expense or liability which he (or any successor) may sustain or incur as a result of any action taken or not taken so long as he acts in good faith in his capacity as Company Representative hxxxxx accepts its appointment and authorization as the Company Representative under this Agreementrepresentative hereunder.

Company Representative. Company hereby designates Vxxxx Xxxxx to represent the interests of the Company Indemnitees for the purposes of: (ai) Each holder of Company Preferred Stockafter the Closing, by delivery of a Letter of Transmittalgiving, receiving and forwarding notices and communications pursuant to this Agreement, (ii) taking any actions relating to claims to indemnify, hold harmless or reimburse any indemnified party pursuant to this Agreement, (iii) after the Closing, giving or agreeing to, on behalf of itself the Company shareholders, any and its successors and assignsall consents, hereby irrevocably constitutes and appoints Clearday SR LLCwaivers, amendments, or modifications deemed by the Company Representative, in his discretion, to be necessary or appropriate under this Agreement and the capacity execution or delivery of any documents that may be necessary or appropriate in connection therewith, (iv) taking all other actions contemplated for the Company Representative in this Agreement, including any actions as may be required in connection with the issuance of the Additional Parent Shares, (v) after the Closing, receiving payments under or pursuant to this Agreement, and (vi) engaging or appointing any agents (including attorneys, accountants and consultants) to assist the Company Representative in complying with the Company Representative’s duties and obligations pursuant to this Agreement (such designee and any successor, the “Company Representative”). If such Person ceases to serve in such capacity, for any reason, those members of the Board of Directors of Parent who were directors of the Company prior to the Closing shall appoint as a successor a Person who was a former shareholder of Company or such other Person as such members shall designate. Parent shall be entitled to deal exclusively with the Company Representative on all matters relating to Article VI and Article VII of this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any shareholder of the Company or by the Company Representative, and on any other action taken or purported to be taken on behalf of any shareholder of the Company or by the Company Representative, as being fully binding upon such Person. Any decision or action by the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof Company Representative with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements those matters as to which the Company Representative is has authority hereunder, shall constitute a party decision or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing action of all such further acts and things, and to execute all such documents on behalf stockholders of such Person, if any, as the Company Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations with respect to whether the Earnout Milestone has been achieved such matter and Earnout Shares are to shall be issued under Section 3.7; (ii) terminatingfinal, amending or waiving on behalf of binding and conclusive upon each such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations Person. No stockholder of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (vi) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The provisions of this Section 11.21 2.3(c), are independent and severable, are irrevocable and coupled with an interest. The Company Representative hxxxxx accepts its appointment , and authorization as shall not be terminated by any act of any one or more stockholders of the Company Representative under this AgreementCompany, or by operation of Law, whether by death or other event.

Company Representative. (a) Each holder of Company Preferred StockThe Company, by execution and delivery of a Letter of Transmittal, on behalf of itself and its successors and assignsthis Agreement, hereby irrevocably constitutes and appoints Clearday SR LLCHxxx Xxxx Xxxxx, in the his capacity as the Company Representative, as the true and lawful agent and attorney-in-fact of such Persons Company with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person Company under the terms and provisions of this Agreement and the Additional Agreements Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Personthe Company, if any, as the Company Representative will deem reasonably necessary or appropriate in connection with any of the transactions Transactions contemplated under the Company Representative Documents, including: (i) controlling bringing, managing, controlling, defending and making settling on behalf of an Indemnitee any determinations indemnification claims by any of them in accordance with respect to whether the Earnout Milestone has been achieved Article 7, including controlling, defending, managing, settling and Earnout Shares are to be issued under participating in any Third Party Claim in accordance with Section 3.77.16; (ii) acting on behalf of the Company under the Extension Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person the Company any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iiiiv) signing on behalf of such Person the Company any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (ivv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (vvi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transactiontransaction or any indemnification claim, whether incurred prior or subsequent to Closing;; and (viviii) otherwise enforcing the rights and obligations of any such Persons the Company under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Personthe Company. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each the Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.21 12.15 are irrevocable and coupled with an interest. The Company Representative hxxxxx accepts its appointment and authorization as the Company Representative under this Agreement.

Company Representative. (a) Each holder of Company Preferred StockShareholder, by delivery approval of a Letter of Transmittalthe Merger, Recapitalization and/or this Agreement, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Clearday SR LLC, in the capacity as the shall appoint a Company Representative, as the true and lawful agent and each such Person’s agent, attorney-in-fact of such Persons and representative, with full powers power of substitution to act in the name, place and stead of thereof with respect such Person, to the performance act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under the terms and Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement and the Additional Agreements or any Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Company Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations with respect to whether the Earnout Milestone has been achieved and Earnout Shares are to be issued under Section 3.7; (ii) terminating, amending or waiving on behalf of such Person any provision of any Company Representative Document Documents (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transactiontransaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vivii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such PersonPerson provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and their his, her or its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.21 10.17 are irrevocable and coupled with an interest. The Company Representative hxxxxx xxxxxx accepts its appointment and authorization as the Company Representative under this Agreement.

Company Representative. The Company or such successor as may be agreed upon by a majority in interest of the Company and identified to Parent by such Company in writing, shall act as representative of the Company and/or Holders (athe "Company Representative"). The Company Representative may, but shall not be required to, take any and all action that may be necessary or appropriate on behalf of the Company and/or Holders with respect to this Agreement, including, without limitation, objecting to any claim by Parent against the Escrow Fund, engaging counsel to represent the Company and/or Holders in connection with any such claim, engaging any other professionals or other consultants in connection with any such claim, negotiating and settling any such claim, supervising and directing counsel and any other professionals or other consultants in connection with any such claim, and authorizing the sale of any of the Escrow Shares. The Company Representative shall also be authorized to disburse any shares held in the Escrow Fund in payment of any fees or expenses incurred by the Company Representative on behalf of the Company and/or Holders in taking any of the foregoing actions; provided, however, that the maximum amount of shares which the Company Representative may order so disbursed from the Escrow Fund prior to the end of the Escrow Period shall be five percent (5%) Each holder of the amount of shares held in the Escrow Fund, or Eighteen Thousand Seven Hundred Fifty (18,750) shares, and the maximum amount of shares which the Company Preferred StockRepresentative may order so disbursed from the Escrow Fund after the end of the Escrow Period shall be the greater of (1) ten percent (10%) of the amount of shares held in the Escrow Fund, or Thirty Seven Thousand Five Hundred (37,500) shares, minus amounts so disbursed prior to the end of the Escrow Period, or (2) an amount equal to the aggregate value of the Escrow Fund minus the total amount of Parent's indemnification claims then pending, both as of the time of any such disbursement. To the extent the fees or expenses incurred by delivery the Company Representative on behalf of a Letter the Company intaking any of Transmittalthe foregoing actions exceed the amount the Company Representative may obtain from the Escrow Fund, the Company and/or Holders shall indemnify the Company Representatives. The Company Representative may, on behalf of itself and its successors and assignsthe Company and/or Holders, hereby irrevocably constitutes and appoints Clearday SR LLC, take any action that the Company Representative in good faitx xxxxx xx be in the capacity as best interests of the Company Representativeand/or Holders and shall, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements to which Company, take any action that the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time instructed or expressly authorized to time amendedtake by a majority in interest of the Company and/or Holders, and to do including contesting or refrain from doing all such further acts and thingssettling any claim by Parent. To the maximum extent permitted by law, and to execute all such documents on behalf of such Person, if any, as the Company Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations with respect to whether the Earnout Milestone has been achieved and Earnout Shares are to be issued under Section 3.7; (ii) terminating, amending or waiving on behalf of such Person any provision shall have no liability of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases kind or other documents nature whatsoever with respect to any dispute action or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as omission taken by the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (vi) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representativeand/or Holders, including any agreement between where such action is taken either with the consent or the express authorization of a majority in interest of the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest and/or Holders or is otherwise contest the same. The provisions taken in good faith on behalf of this Section 11.21 are irrevocable and coupled with an interest. The Company Representative hxxxxx accepts its appointment and authorization as the Company Representative under this Agreementand/or Holders.

Company Representative. Company hereby designates Xxxxxxx Xxxxx to represent the interests of the RSU Indemnitors for the purposes of: (ai) Each holder of Company Preferred Stockafter the Closing, by delivery of a Letter of Transmittalgiving, receiving and forwarding notices and communications pursuant to this Agreement, (ii) taking any actions relating to claims to indemnify, hold harmless or reimburse any indemnified party pursuant to this Agreement, (iii) after the Closing, giving or agreeing to, on behalf of itself the Company Stockholders, any and its successors and assignsall consents, hereby irrevocably constitutes and appoints Clearday SR LLCwaivers, amendments, or modifications deemed by the Company Representative, in his discretion, to be necessary or appropriate under this Agreement and the capacity execution or delivery of any documents that may be necessary or appropriate in connection therewith, (iv) taking all other actions contemplated for the Company Representative in this Agreement, (v) after the Closing, receiving payments under or pursuant to this Agreement, and (vi) engaging or appointing any agents (including attorneys, accountants and consultants) to assist the Company Representative in complying with the Company Representative's duties and obligations pursuant to this Agreement (such designee and any successor, the "Company Representative"). If such Person ceases to serve in such capacity, for any reason, those members of the Board of Directors of Company who were directors of the Company prior to the Closing shall appoint as a successor a Person who was a former stockholder or director of Company or such other Person as such members shall designate. Parent shall be entitled to deal exclusively with the Company Representative on all matters relating to Article VI and Article VII of this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Contingent Right Holder or by the Company Representative, and on any other action taken or purported to be taken on behalf of any Contingent Right Holder or by the Company Representative, as being fully binding upon such Person. Any decision or action by the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof Company Representative with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements those matters as to which the Company Representative is has authority hereunder, shall constitute a party decision or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing action of all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Company Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations Contingent Right Holders with respect to whether the Earnout Milestone has been achieved such matter and Earnout Shares are to shall be issued under Section 3.7; (ii) terminatingfinal, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights binding and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by conclusive upon each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (vi) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party No Contingent Right Holder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The provisions of this Section 11.21 2.5 are independent and severable, are irrevocable and coupled with an interest. The Company Representative hxxxxx accepts its appointment , and authorization as shall not be terminated by any act of any one or more stockholders of the Company Representative under this AgreementCompany, or by operation of Law, whether by death or other event.

Company Representative. (a) Each holder of Company Preferred StockStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Clearday SR LLCJxxxxxx X. Xxxxx, in the its capacity as the Company Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Additional Agreements Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Company Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations with respect to whether the Earnout Milestone has been achieved and Earnout Shares are to be issued Earnouts under Section 3.71.9; (ii) terminating, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders Stockholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders Stockholders unless otherwise agreed by each Company Shareholder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transactiontransaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (vivii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.21 10.15 are irrevocable and coupled with an interest. The Company Representative hxxxxx accepts its appointment and authorization as the Company Representative under this Agreement.

Company Representative. (a) Each holder The Company hereby initially appoints HM Capital Partners LLC (together with its permitted successors, the “Company Representative”), as of Company Preferred Stock, by delivery of a Letter of Transmittal, the Effective Time to: (i) give and receive notices and communications (on behalf of itself or any other Company Indemnified Party) to or from Parent, the Surviving Corporation and its successors and assigns, hereby irrevocably constitutes and appoints Clearday SR LLC, in the capacity as the Company Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance Parent Representative (on behalf of such Person under himself or any other Parent Indemnified Party) and/or the terms and provisions of this Agreement and the Additional Agreements Escrow Agent relating to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries (including by means of not objecting to claims) to Parent (including for further issuance to the Former Company Stockholders) of shares of Parent Common Stock from the Indemnity Escrow Shares and instruct Parent to release Company Indemnity Shares; (iii) provide notice of any Company Claims or object to any Parent Claims pursuant to Section 9.5; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to mediation and comply with orders of courts and awards of mediators with respect to, such Parent Claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to mediation and comply with orders of courts and awards of mediators with respect to, any Company Claim; and (vi) take all actions necessary or appropriate in the judgment of the Company Representative Documents”)for the accomplishment of the foregoing, as in each case without having to seek or obtain the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf consent of such Person, if any, any Person under any circumstance. The Person serving as the Company Representative will deem necessary may be replaced upon its dissolution or appropriate in connection with any of the transactions contemplated under the Company Representative Documents, including: (i) controlling and making any determinations with respect to whether the Earnout Milestone has been achieved and Earnout Shares are to be issued under Section 3.7; (ii) terminating, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations resignation by a majority of the Company Shareholders in the reasonable judgment Designees. No bond shall be required of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (vi) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.21 are irrevocable and coupled with an interestreceive no compensation for its services. The Company Representative hxxxxx accepts its appointment and authorization as the Company Representative under this Agreementhereunder.