Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. (a) Each Indemnifying Party by virtue of the approval and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the Shareholders’ Representative, for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6.

Shareholders’ Representative. (a) Each Indemnifying Party by By virtue of the approval and adoption of this Agreement and the transactions contemplated hereby, the approval of the principal terms of the Merger, and the consummation of the Merger or by accepting any participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable or issuable hereunder in connection with the Merger, each Company Securityholder shall be deemed to have constitutedappointed the designation of, appointed and empowered hereby designates, Meeshanthini (Meesha) Dogan as the Shareholders’ Representative, Representative for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, all purposes in connection with the negotiation and to facilitate execution of this Agreement, the consummation of Additional Agreements and the transactions contemplated herebyagreements ancillary hereto, which shall include the power and authority: including, but not limited to, (i) to execute give and deliver such waivers, consents receive notices and amendments (with respect communications to Parent for any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) purpose under this Agreement and the other agreementsAdditional Agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 10.1 or, following the Shareholders’ RepresentativeClosing, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons other disputes arising out of or under or in any manner relating related to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right enter into and deliver the Escrow Agreement on behalf of each of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreementsCompany Securityholders, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to makeauthorize or object to delivery to Parent of the Escrow Fund, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, andor any portion thereof, in generalsatisfaction of indemnification claims by the Parent in accordance with the provisions of the Escrow Agreement, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses act on behalf of Company Securityholders in accordance with the Indemnifying Parties provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with any matter arising under this the Agreement and the other agreements, documents and instruments executed in connection herewith; Merger and (vi) to collect, hold and disburse any amounts, including any portion take all actions necessary or appropriate in the judgment of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to for the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf accomplishment of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6foregoing.

Shareholders’ Representative. (a) Each Indemnifying Party by By virtue of the approval and adoption of this Agreement and the transactions contemplated hereby, the approval of the principal terms of the Merger, and the consummation of the Merger or by accepting any participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable or issuable hereunder in connection with the Merger, each Company Securityholder shall be deemed to have constitutedappointed the designation of, appointed and empowered hereby designates, Xxxxxxx Xxxxx as the Shareholders’ Representative, Representative for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, all purposes in connection with the negotiation and to facilitate execution of this Agreement, the consummation of Additional Agreements and the transactions contemplated herebyagreements ancillary hereto, which shall include the power and authority: including, but not limited to, (i) to execute give and deliver such waivers, consents receive notices and amendments (with respect communications to Purchaser for any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) purpose under this Agreement and the other agreementsAdditional Agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 10.1 or, following the Shareholders’ RepresentativeClosing, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons other disputes arising out of or under or in any manner relating related to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right enter into and deliver the Escrow Agreement on behalf of each of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreementsCompany Securityholders, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to makeauthorize or object to delivery to Purchaser of the Escrow Fund, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, andor any portion thereof, in generalsatisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses act on behalf of Company Securityholders in accordance with the Indemnifying Parties provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with any matter arising under this the Agreement and the other agreements, documents and instruments executed in connection herewith; Merger and (vi) to collect, hold and disburse any amounts, including any portion take all actions necessary or appropriate in the judgment of the Escrow Shares received by Shareholders’ Representative pursuant to for the terms hereof in accordance with the terms accomplishment of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the . The Shareholders’ Representative may resign at any time. Such agency may be changed by the Company Securityholders from time by providing to time upon no less than twenty (20) days prior written notice of intent to resign to the Indemnifying PartiesPurchaser, which resignation provided, however, that the Shareholders’ Representative may not be removed unless holders of a majority of the shares of Company Capital Stock (on an as converted to Company Shares) outstanding immediately prior to the Effective Time agree to such removal. Any vacancy in the position of Shareholders’ Representative may be filled by approval of the holders of a majority of the shares of Company Capital Stock (on an as converted to Company Shares) outstanding immediately prior to the Effective Time. No bond shall be effective upon required of the earlier Shareholders’ Representative. The Shareholders’ Representative will incur no liability of (A) thirty (30) calendar days following delivery of such written notice any kind with respect to any action or (B) the appointment of a successor omission by the Indemnifying PartiesShareholders’ Representative in connection with the Shareholders’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Shareholders’ Representative’s gross negligence or willful misconduct. By executing The Shareholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Securityholders will indemnify, defend and hold harmless the Shareholders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representative’s execution and performance of this AgreementAgreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that Representative Losses shall not include costs (other than third party expenses) incurred by the Shareholders’ Representative in the ordinary course of business of the Shareholders’ Representative under the engagement letter entered into by the Shareholders’ Representative, the Company, and certain of the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative hereby will reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Representative by the Company Securityholders, any such Representative Losses may be recovered by the Shareholders’ Representative from (x) accepts its appointment the funds in the Expense Fund, and authorization (y) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to act as the Company Securityholders; provided, that while this section allows the Shareholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Losses as attorney-in-fact and agent they are suffered or incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the Indemnifying Parties Company Securityholders or otherwise. Notwithstanding anything in accordance with this Agreement to the terms contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representative or the termination of this Agreement. Upon the Closing, the Company will make a payment up to US$30,000 (the “Expense Fund”) to the Shareholders’ Representative upon provision of any receipts and invoices supporting any expenses, which will be used for the purposes of paying directly, or reimbursing the Shareholders’ Representative for, any third-party expenses pursuant to this Agreement and (y) agrees the agreements ancillary hereto]. The Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to perform the Shareholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its obligations undergross negligence or willful misconduct. The Shareholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and otherwise comply withwill not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders’ Representative’s responsibilities, this Section 10.6the Shareholders’ Representative will deliver any remaining balance of the Expense Fund to the Company. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Company at the time of Closing.

Shareholders’ Representative. (a) Each Indemnifying Party Indemnitor, by virtue of the approval and adoption its receipt of this Agreement any Initial Per Share Payment or by accepting any consideration payable or issuable hereunder Initial Option Payment, as applicable, shall be deemed to have constitutedconsented and agreed to the appointment, appointed and empowered the Shareholders’ Representative, for the benefit effective as of the Indemnifying PartiesClosing Date, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms Xxxxx Xxxxxx as the Shareholders’ Representative shall determine for purposes of this Agreement, as attorneys-in-fact for such Indemnitor, with full power of substitution and authority to be appropriate(i) execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement, (ii) to give and receive notices and communications, (iii) to dispute any claim for indemnification hereunder, (iv) to agree to, negotiate, enter into settlements and compromises of, and give receipts, releases and discharges to comply with Orders with respect to, any such claimdispute or Loss, action, proceeding and to take all actions necessary or investigation; (C) file any proofs appropriate in the judgment of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessaryfor the accomplishment of the foregoing; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decisionprovided, judgment or award rendered in any such actionhowever, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have the power or authority to execute an amendment, waiver, document or other instrument that, notwithstanding any obligation other provision to take any such actionsthe contrary, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or increases in any manner relating material respect the obligations or liabilities of any Indemnitor without the prior written consent of such Indemnitor. Xxxxx Xxxxxx hereby consents and agrees to such appointment pursuant to this Agreement Section 10.9. The Shareholders’ Representative shall be provided reasonable access to information regarding the Company and the other agreements, documents and instruments executed in connection herewithSurviving Corporation for the purpose of performing its duties hereunder; provided, however, however that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do shall treat confidentially any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorneynon-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6public information.

Shareholders’ Representative. (a) Each Indemnifying Party by By virtue of the approval and adoption of this Agreement and the transactions contemplated hereby, the approval of the principal terms of the Merger, and the consummation of the Merger or by accepting any participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable or issuable hereunder in connection with the Merger, each Company Securityholder shall be deemed to have constitutedappointed the designation of, appointed and empowered hereby designates, Shareholder Representative Services LLC as the Shareholders’ Representative, Representative for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, all purposes in connection with this Agreement and to facilitate the consummation of the transactions contemplated herebyagreements ancillary hereto, which shall include the power and authority: including, but not limited to, (i) to execute give and deliver such waivers, consents receive notices and amendments (with respect communications to Purchaser for any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) purpose under this Agreement and the other agreementsAdditional Agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 11.1 or, following the Shareholders’ RepresentativeClosing, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons other disputes arising out of or under or in any manner relating related to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right enter into and deliver the Escrow Agreement on behalf of each of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreementsCompany Securityholders, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to makeauthorize or object to delivery to Purchaser of the Escrow Fund, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, andor any portion thereof, in generalsatisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses act on behalf of Company Securityholders in accordance with the Indemnifying Parties provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with any matter arising under this the Agreement and the other agreements, documents and instruments executed in connection herewith; Merger and (vi) to collect, hold and disburse any amounts, including any portion take all actions necessary or appropriate in the judgment of the Escrow Shares received by Shareholders’ Representative pursuant to for the terms hereof in accordance with the terms accomplishment of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the . The Shareholders’ Representative may resign at any time. Such agency may be changed by the Company Securityholders from time by providing to time upon no less than twenty (20) days prior written notice of intent to resign to the Indemnifying PartiesPurchaser, which resignation provided, however, that the Shareholders’ Representative may not be removed unless holders of a majority of the shares of Company Capital Stock (on an as converted to Ordinary Shares and Ordinary A Shares basis) outstanding immediately prior to the Effective Time agree to such removal. Any vacancy in the position of Shareholders’ Representative may be filled by approval of the holders of a majority of the shares of Company Capital Stock (on an as converted to Ordinary Shares and Ordinary A Shares basis) outstanding immediately prior to the Effective Time. No bond shall be effective upon required of the earlier Shareholders’ Representative. The Shareholders’ Representative will incur no liability of (A) thirty (30) calendar days following delivery of such written notice any kind with respect to any action or (B) the appointment of a successor omission by the Indemnifying PartiesShareholders’ Representative in connection with the Shareholders’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Shareholders’ Representative’s gross negligence or willful misconduct. By executing The Shareholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Securityholders will indemnify, defend and hold harmless the Shareholders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representative’s execution and performance of this AgreementAgreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that Representative Losses shall not include costs (other than third party expenses) incurred by the Shareholders’ Representative in the ordinary course of business of the Shareholders’ Representative under the engagement letter entered into by the Shareholders’ Representative, the Company, and certain of the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative hereby will reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Representative by the Company Securityholders, any such Representative Losses may be recovered by the Shareholders’ Representative from (x) accepts its appointment the funds in the Expense Fund, and authorization (y) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to act as the Company Securityholders; provided, that while this section allows the Shareholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Losses as attorney-in-fact and agent they are suffered or incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the Indemnifying Parties Company Securityholders or otherwise. Notwithstanding anything in accordance with this Agreement to the terms contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representative or the termination of this Agreement. Upon the Closing, the Company will wire US$30,000 (the “Expense Fund”) to the Shareholders’ Representative, which will be used for the purposes of paying directly, or reimbursing the Shareholders’ Representative for, any third party expenses pursuant to this Agreement and (y) agrees the agreements ancillary hereto. The Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to perform the Shareholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its obligations undergross negligence or willful misconduct. The Shareholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and otherwise comply withwill not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders’ Representative’s responsibilities, this Section 10.6the Shareholders’ Representative will deliver any remaining balance of the Expense Fund to the Company. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Company at the time of Closing.

Shareholders’ Representative. (a) Each Indemnifying Party by By virtue of the approval and adoption of this Agreement and the transactions contemplated hereby, the approval of the principal terms of the Merger, and the consummation of the Merger or by accepting any participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable or issuable hereunder in connection with the Merger, each Company Securityholder shall be deemed to have constitutedappointed the designation of, appointed and empowered hereby designates, Xxxxxxxxx Xxxxxxx as the Shareholders’ Representative, Representative for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, all purposes in connection with the negotiation and to facilitate execution of this Agreement, the consummation of Additional Agreements and the transactions contemplated herebyagreements ancillary hereto, which shall include the power and authority: including, but not limited to, (i) to execute give and deliver such waivers, consents receive notices and amendments (with respect communications to Purchaser for any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) purpose under this Agreement and the other agreementsAdditional Agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 10.1 or, following the Shareholders’ RepresentativeClosing, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons other disputes arising out of or under or in any manner relating related to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right enter into and deliver the Escrow Agreement on behalf of each of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreementsCompany Securityholders, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to makeauthorize or object to delivery to Purchaser of the Escrow Fund, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, andor any portion thereof, in generalsatisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses act on behalf of Company Securityholders in accordance with the Indemnifying Parties provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with any matter arising under this the Agreement and the other agreements, documents and instruments executed in connection herewith; Merger and (vi) to collect, hold and disburse any amounts, including any portion take all actions necessary or appropriate in the judgment of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to for the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf accomplishment of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6foregoing.

Shareholders’ Representative. (a) Each Indemnifying Party by By virtue of the approval and adoption of this Agreement and the transactions contemplated hereby, the approval of the principal terms of the Merger, and the consummation of the Merger or by accepting any participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable or issuable hereunder in connection with the Merger, each Company Shareholder shall be deemed to have constitutedappointed the designation of, appointed and empowered hereby designates, Xxxxxxx Xx as the Shareholders’ Representative, Representative for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, all purposes in connection with the negotiation and to facilitate execution of this Agreement, the consummation of Additional Agreements and the transactions contemplated herebyagreements ancillary hereto, which shall include the power and authority: including, but not limited to, (i) to execute give and deliver such waivers, consents receive notices and amendments (with respect communications to Purchaser for any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) purpose under this Agreement and the other agreementsAdditional Agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Section 10.1 or, following the Shareholders’ RepresentativeClosing, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons other disputes arising out of or under or in any manner relating related to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right enter into and deliver the Escrow Agreement on behalf of each of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreementsCompany Shareholders, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to makeauthorize or object to delivery to Purchaser of the Escrow Fund, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, andor any portion thereof, in generalsatisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses act on behalf of Company Shareholders in accordance with the Indemnifying Parties provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with any matter arising under this the Agreement and the other agreements, documents and instruments executed in connection herewith; Merger and (vi) to collect, hold and disburse any amounts, including any portion take all actions necessary or appropriate in the judgment of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to for the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf accomplishment of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6foregoing.