Common use of Representative Clause in Contracts

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Parties.

Representative. (a) Each Seller hereby (and The Shareholders each other Seller Party pursuant to the Required Documentation shall thereby) irrevocably initially appoints Xxxxxxx Xxxxx as the Representative for with power of designation and assignment as its true and lawful proxy and attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, each Shareholder with the full power, without the consent of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated herebyShareholders, to authorize and agree to adjustments to exercise the Buyer Shares, powers of the Cash Consideration, Representative under the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of Agreement or the Ancillary Agreements (including the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, Agreement) and to take all actions necessary or appropriate in the judgment of the Representative for in connection with this Agreement and the accomplishment Ancillary Agreements (including the Escrow Agreement), which shall include the power and authority to (i) amend, modify, waive or provide consent with respect to, any provision of this Agreement or the Ancillary Agreements (including the Escrow Agreement), (ii) to execute, deliver and accept such waivers and consents and to endorse and deliver any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement and the Ancillary Agreements (including the Escrow Agreement), (iii) to disburse any funds received hereunder or under the Escrow Agreement to each Shareholders, and (iv) to consummate the transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable. In the event of death or incapacity of Xxxxxxx Xxxxx, the Shareholders each irrevocably appoints Xxxxxxxx Xxxxx as the Representative, without the consent of the foregoingShareholders, and Xxxxxxxx Xxxxx’x appointment as the Representative shall be effective upon notification in writing to Buyer. More specificallyIn any Third Party Defense in which more than one Shareholder is an Indemnitor, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder act on behalf of each all Shareholder Indemnitors, it being agreed that in the event of a post-Closing Action, Buyer is entitled to discovery of documents from the Shareholders relevant to such Seller (or Action as if such Shareholders were parties to such Action, notwithstanding the appointment of the Representative as the sole intermediary for other Seller Party)purposes. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and any such action, decision or determination so made or taken other acts of the Representative as being legally binding acts of the Shareholders individually and collectively. The appointment and power of attorney granted by the Shareholders to the Representative shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), coupled with an interest and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement all authority conferred hereby shall be deemed so given if given to irrevocable whether by death or incapacity of any the Representative. The Representative shall be authorized to take all actions on behalf Shareholders or the occurrence of the Seller Parties in connection with any claims made under Articles 6 other event or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Partiesevents.

Representative. Each of the parties hereby appoints the individual(s) set forth opposite its name below (one of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation at no time shall thereby) appoints the Representative Xxxxxx X. Xxxxxx be eligible for and on behalf of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated herebyappointment as a Representative, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is nor shall he be appointed a partyRepresentative, and (b) any successor to take all actions Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or appropriate in advisable. The compensation, if any, of a Representative shall be borne by the judgment party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Representative for the accomplishment of the foregoingVenture. More specificallyIn addition, the Representative HMG shall have the authority sole power to make all decisions and determinations and to take all actions appoint two (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof2) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf trustees of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to defend or settle such claims, and to authorize payments in respect of such claims on behalf appoint one (1) trustee of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In Trust and his or her successors (the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Parties"Xxxxxx Trustee").

Representative. (a) Each Seller The Company hereby (and each other Seller Party pursuant to the Required Documentation agrees that Gxxx X. Xxxxxxxxx shall thereby) appoints be appointed as the Representative and as the attorney-in-fact for and on behalf of the Seller Parties each Stockholder, and is hereby authorized to give take any and receive notices all actions and communications in connection with make any and all decisions required or permitted to be taken by him under this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and or any Ancillary Agreement to which any Seller Party Stockholder is a party, including the exercise of the power to (i) resolve any Dispute Notices with respect to the Final Closing Statement or any Earn-Out Statement, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (iii) resolve any indemnification claims and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoingother terms, conditions and limitations of this Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. More specificallyAccordingly, the Representative shall have has the authority and power to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments act on behalf of each Stockholder with respect to this Agreement or any Ancillary Agreement to which it any Stockholder is a party party. Each Stockholder will be bound by all actions taken by the Representative in connection with this Agreement and Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the termination hereof or thereof) required or permitted hereunder on behalf Representative by the majority of each such Seller (or such other Seller Party)the Stockholders represented thereby; provided, and however, that the Representative may not be removed unless any such actionmajority agrees to such removal and to the identity of a substituted agent reasonably acceptable to Parent. Notwithstanding the foregoing, decision or determination so made or taken the Representative may resign at any time by providing written notice of his intent to resign to each Stockholder, which resignation shall be deemed effective upon the actionearlier of (i) thirty (30) calendar days following delivery of such written notice or (ii) the appointment of a successor representative, decision or determination of each such Seller (or such other Seller Party)reasonably acceptable to Parent, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement relevant majority. No bond shall be deemed so given required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, even if given to such act or omission constitutes negligence on the part of the Representative. The Representative shall be authorized to take all actions on behalf of only have the Seller Parties duties expressly stated in connection with any claims made under Articles 6 this Agreement and shall have no other duty, express or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Partiesimplied. The Representative may resign at engage attorneys, accountants and other professionals and experts and pay for such services by seeking reimbursement from the Stockholders. The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any time upon 20 days prior notice. In the event action taken by the Representative has given notice based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of its intent to resignreasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred on the Seller Parties shall promptly part of the Representative (so long as the Representative was acting in good faith in connection therewith) and no later than arising out of or in connection with the effective date acceptance or administration of the Representative’s resignation) appoint a successor Representativeduties hereunder, in accordance with including the following sentence. The Seller Parties may remove or replace the Representative reasonable fees and expenses of any legal counsel retained by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Parties.

Representative. (a) Each Seller Stockholder hereby appoints (and each other Seller Party pursuant to holder of In the Required Documentation Money Options shall therebyappoint in his or her respective Option Cancellation Agreement) appoints the Representative for and on behalf of the Seller Parties Stockholders to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares Payment and the Earnout Funds Earn-Out Payments under Article 1 1, to modify the Business Plan and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties Stockholders pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a partyAgreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party)Stockholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party)Stockholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party Stockholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Stockholders necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Seller Parties Stockholders in connection with any claims made under Articles 6 8 or 7 9 of this Agreement, to defend or settle such claims, and to authorize make payments in respect of such claims on behalf of the Seller PartiesStockholders. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties Stockholders may remove or replace the Representative by a vote of holders that own owned a majority of the Company’s capital stock Common Stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice Closing. If the Representative shall be removed, resign or otherwise be unable to Buyerfulfill its responsibilities hereunder, the Stockholders shall appoint a successor to the Representative, and shall immediately thereafter notify Buyer of the identity of such successor. Any such successor shall succeed the former Representative as the Representative hereunder. No bond will be required of the Representative, and the Representative will receive no compensation for its services. Notices or communications to or from the Representative will constitute notice to or from each of Stockholders. Notwithstanding anything to the Seller Partiescontrary herein, in the event of a claim hereunder against a single Participating Equityholder, and not any other Participating Equityholders, such affected Participating Equityholder shall be entitled to control the defense of such claim.

Representative. Each of the Sellers hereby appoints Xxxx Xxxxx and Xxxx Xxxxxxxx as its, his or her exclusive agent and attorney-in-fact (the “Representatives”) (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties to give and receive notices and communications in connection with respect to the provisions of this Agreement (including under ARTICLE VIII hereof), (b) to amend the terms of this Agreement (but not individual contracts, the forms of which may be attached hereto or incorporated herein by reference), (c) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, (d) to take all actions on behalf of the Seller Parties pursuant to this Agreement any and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority Representatives to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder be taken on behalf of each Sellers under such Seller provisions of this Agreement (including under ARTICLE VIII hereof). Such agency is irrevocable and coupled with an interest. Upon the death or such other Seller Party)incapacity of either Representative, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) his ceasing to be given to an employee or independent contractor of the Company or any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to Affiliate, the Representative. The remaining Representative shall be authorized the sole Representative and shall notify the Parent of such change in writing. Upon the death or incapacity of both Representatives, or their both ceasing to take all actions on behalf be an employee or independent contractor of the Seller Parties Company or any Affiliate, the Sellers, acting as a group with voting power based on voting power held by Sellers in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf the voting securities of the Seller Parties. The Representative may resign at any time upon 20 days Company prior notice. In to the event the Representative has given notice of its intent to resign, the Seller Parties Closing Date shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, Representative and shall notify the Parent of such successor in accordance with the following sentencewriting. The Seller Parties may remove or replace the Any successor Representative by a vote of holders that own a majority must be an employee of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to BuyerCompany or any Affiliate. No Notwithstanding the foregoing, no bond will shall be required of the Representatives and Sellers shall be responsible for the expenses of the Representatives incurred in the course of their duties as Representative, including reasonable attorneys’ fees. Notices or communications to or from the a Representative will shall constitute notice to or from Sellers in respect of matters relating to this Agreement. Any decision, act, consent or instruction of a Representative shall constitute a decision, act or consent of all Sellers, and shall be final, binding and conclusive upon each Seller, and Parent may rely upon any decision, act, consent or instruction of a Representative as being the Seller Partiesdecision, act, consent or instruction of each and every Seller.

Representative. (a) Each Seller hereby Shareholder irrevocably appoints Min Juang (the “Representative”) with power of designation and each other Seller Party pursuant assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the Required Documentation shall thereby) appoints name of, such Shareholder with the full power, without the consent of such Shareholder, to exercise as the Representative for and on behalf of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Sharesits sole discretion deems appropriate, the Cash Consideration, powers which such Shareholder could exercise under the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for in connection with this Agreement, which shall include the accomplishment power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement and to execute, deliver and accept such waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement and the consummation of the foregoingtransactions contemplated hereby as the Representative, in its sole discretion, may deem necessary or desirable; provided that the Representative may not amend this Agreement without the consent of such Shareholder if the consideration to be received by such Shareholder pursuant to Article II hereof will be reduced by the proposed amendment or if such Shareholder will be disproportionately and adversely affected by the proposed amendment relative to the other Shareholders of the same class. More specifically, the The Representative shall have the authority power to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder waive, on behalf of each Shareholder, any attorney-client privileges in connection with communications between such Seller (or such Shareholder and counsel to the Acquired Companies in connection with the transactions contemplated hereunder. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other Seller Party), acts of the Representative as being legally binding acts of each Shareholder individually and any such action, decision or determination so made or taken the Shareholders collectively. The appointment and power of attorney granted by each Shareholder to the Representative shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), coupled with an interest and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement all authority conferred hereby shall be deemed so given if given to irrevocable whether by death or incapacity of any such Shareholder or the Representative. The Representative shall be authorized to take all actions on behalf occurrence of the Seller Parties in connection with any claims made under Articles 6 other event or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Partiesevents.

Representative. (a) Each of the Seller Agreement Parties hereby (and each other Seller Party pursuant to the Required Documentation agrees that Jxxxx Xxxxxxx shall thereby) appoints be appointed as the Representative and as the attorney-in-fact for and on behalf of the Seller Parties each Stockholder, and is hereby authorized to give take any and receive notices all actions and communications in connection with make any and all decisions required or permitted to be taken by him under this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and or any Ancillary Agreement to which any Seller Party Stockholder is a party, including the exercise of the power to (a) resolve any Disputed Items with respect to the Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoingother terms, conditions and limitations of this Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. More specificallyAccordingly, the Representative shall have has the authority and power to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments act on behalf of each Stockholder with respect to this Agreement or any Ancillary Agreement to which it any Stockholder is a party party. Each Stockholder will be bound by all actions taken by the Representative in connection with this Agreement and Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the termination hereof or thereof) required or permitted hereunder on behalf Representative by the majority of each such Seller (or such other Seller Party)the Stockholders represented thereby; provided, and however, that the Representative may not be removed unless any such actionmajority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, decision or determination so made or taken the Representative may resign at any time by providing written notice of intent to resign to each Stockholder, which resignation shall be deemed effective upon the action, decision earlier of (i) thirty (30) calendar days following delivery of such written notice or determination (ii) the appointment of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required a successor by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement relevant majority. No bond shall be deemed so given required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, even if given to such act or omission constitutes negligence on the part of the Representative. The Representative shall be authorized to take all actions on behalf of only have the Seller Parties duties expressly stated in connection with any claims made under Articles 6 this Agreement and shall have no other duty, express or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Partiesimplied. The Representative may resign at engage attorneys, accountants and other professionals and experts and pay for such services out of the Reserve Amount. The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any time upon 20 days prior notice. In the event action taken by the Representative has given notice based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of its intent to resignreasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred on the Seller Parties shall promptly part of the Representative (so long as the Representative was acting in good faith in connection therewith) and no later than arising out of or in connection with the effective date acceptance or administration of the Representative’s resignation) appoint a successor Representativeduties hereunder, in accordance with including the following sentence. The Seller Parties may remove or replace the Representative reasonable fees and expenses of any legal counsel retained by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Parties.

Representative. (ad) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Parties.

Representative. (a) Each of the Seller Agreement Parties hereby (and each other Seller Party pursuant to the Required Documentation agrees that C. Nxxxxxxx Xxxxxx shall thereby) appoints be appointed as the Representative and as the attorney-in-fact for and on behalf of each Stockholder, and the Seller Parties taking by the Representative of any and all actions and the making of any decisions required or permitted to give and receive notices and communications in connection with be taken by the Representative under this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and or any Ancillary Agreement to which any Seller Party Stockholder is a party, including the exercise of the power to (a) resolve any Disputed Items with respect to the Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoingother terms, conditions and limitations of this Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. More specificallyThe Representative shall no have authority to modify the allocation attached hereto as Annex A without written consent of Jxxx X. Xxxxxxx (or his estate representative.) Accordingly, and except as set forth in the immediately preceding sentence, the Representative shall have has the authority and power to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments act on behalf of each Stockholder with respect to this Agreement or any Ancillary Agreement to which it any Stockholder is a party party. Each Stockholder will be bound by all actions taken by the Representative in connection with this Agreement and Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the termination hereof or thereof) required or permitted hereunder on behalf Representative by the majority of each such Seller (or such other Seller Party)the Stockholders represented thereby; provided, and however, that the Representative may not be removed unless any such actionmajority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, decision or determination so made or taken the Representative may resign at any time by providing written notice of intent to resign to each Stockholder, which resignation shall be deemed effective upon the action, decision earlier of (i) thirty (30) calendar days following delivery of such written notice or determination (ii) the appointment of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required a successor by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement relevant majority. No bond shall be deemed so given required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, even if given to such act or omission constitutes negligence on the part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith rely conclusively upon information, reports, statements, advice and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be authorized deemed conclusively to take all actions have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any payment which by the terms of this Agreement is required to be made by the Representative (on behalf of the Seller Parties Stockholders), and against any loss, liability or expense incurred on the part of the Representative (so long as the Representative was acting in good faith in connection therewith) and arising out of or in connection with any claims made under Articles 6 the acceptance or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date administration of the Representative’s resignation) appoint a successor Representative's duties hereunder, in accordance with including the following sentence. The Seller Parties may remove or replace the Representative reasonable fees and expenses of any legal counsel retained by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Parties.

Representative. (a) Each Seller The Stockholder is hereby appointed by the Company (and each other Seller Party pursuant by execution of this Agreement hereby accepts such appointment) as the representative of the recipients of the Merger Consideration (the “Representative”) to (i) receive that portion of the Required Documentation shall therebyMerger Consideration set forth in Section 1.5(a) appoints the Representative for and herein on behalf of the Seller Parties holders of the Company Common Stock, and (ii) take any and all actions and make any decisions required or permitted to give be taken by such recipients under this Agreement or the Escrow Agreement. Execution of the Letter of Transmittal and receive notices acceptance by a holder of Company Certificates of the Merger Consideration to which such holder is entitled shall be deemed acceptance by such holder of the appointment of the Representative to act in such holder’s behalf. Should the Representative resign or be unable to serve, a new Representative will be selected jointly by a vote of the recipients who, at Closing, received a majority of the shares of Parent Common Stock in the Merger, whose appointment shall be effective upon execution by such successor of a joinder agreement providing for such successor to become a party to the Escrow Agreement and communications this Agreement as the Representative, in connection with which case such successor shall for all purposes of this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to Escrow Agreement be the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares Representative (and the Earnout Funds under Article 1 and other applicable provisions prior acts taken by the succeeded Representative shall remain valid for purposes of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement the Escrow Agreement). If such recipients are unable to which any Seller Party is appoint a party, and Person to take all actions necessary or appropriate serve in the judgment capacity of Representative within 30 days of the date that the former Representative for resigned or became unable to serve, a new Representative shall be selected by majority vote of those Persons on Parent’s board of directors who served on the accomplishment board of directors of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or Company immediately prior to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the RepresentativeEffective Time. The Representative shall not be authorized liable to take all actions on behalf recipients of the Seller Parties Merger Consideration for any liability, loss, damage, penalty, fine, cost or expense incurred without gross negligence or willful misconduct by the Representative while acting in good faith and arising out of or in connection with the acceptance or administration of its duties hereunder (it being understood that any claims made under Articles 6 act done or 7 omitted pursuant to the advice of this Agreement, to defend or settle such claims, and to authorize payments in respect counsel shall be conclusive evidence of such claims on behalf good faith). From and after the Effective Time, a decision, act, consent or instruction of the Seller PartiesRepresentative shall be final, binding and conclusive and not subject to challenge by any recipient. The Parent and Surviving Corp are hereby relieved from any liability to any person for any acts done by Representative may resign at and any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, acts done by Parent or Surviving Corp in accordance with the following sentence. The Seller Parties may remove any such decision, act, consent or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required instruction of the Representative. Notices or communications Parent, Surviving Corp and each of their respective Affiliates shall be entitled to or from rely upon, and shall be fully protected in relying upon, the power and authority of the Representative will constitute notice to or from each of the Seller Partieswithout independent investigation.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties Sellers to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Purchase Consideration and Earnout Shares and the Earnout Funds Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, Purchase Consideration (including the Escrow Funds, the Adjustment Shares and the Adjustment FundsEarnout Amount), to take all actions on behalf of the Seller Parties Sellers pursuant to this Agreement and any Ancillary Agreement to which any such Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party)Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party)Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Sellers necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Seller Parties Sellers in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize make payments in respect of such claims on behalf of the Seller PartiesSellers. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties Sellers may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock Company Securities immediately prior to the Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative, and the Representative will receive no compensation for its services. Notices or communications to or from the Representative will constitute notice to or from each of the Seller PartiesSellers.

Representative. (a) Each of the Sellers irrevocably appoints Xxxxxxx Xxxxxx (the “Representative”) with power of designation and assignment as his, her or its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Seller hereby (and each other Seller Party pursuant with the full power, without the consent of such Seller, to the Required Documentation shall thereby) appoints exercise as the Representative for and on behalf of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Sharesdeems appropriate, the Cash Consideration, powers which such Seller could exercise under the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Non-Oak Sellers Indemnity Escrow Shares, Agreement or the Oak Indemnity Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for in connection with this Agreement, the accomplishment Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement or the Oak Indemnity Escrow Agreement and to execute, deliver and accept such waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement and the consummation of the foregoingContemplated Transactions as the Representative may deem necessary or desirable. More specificallyA decision, act, consent, or instruction of the Representative shall constitute a decision, act, consent or instruction of all of the Sellers and shall be final, binding and conclusive on each Seller. All decisions, acts, consents or instructions of the Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Seller. In any Third Party Defense in which more than one Seller is an Indemnitor, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder act on behalf of all Seller Indemnitors. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other acts of the Representative as being legally binding acts of each such Seller (or such other individually and the Sellers collectively. The appointment and power of attorney granted by each Seller Party), and any such action, decision or determination so made or taken to the Representative shall be deemed the action, decision coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or determination incapacity of each any such Seller (or such the occurrence of any other Seller Party), and any notice, communication, document, certificate event or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Partiesevents.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties Sellers to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Purchase Consideration and Earnout Shares and the Earnout Funds Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, Purchase Consideration (including the Escrow Funds, the Adjustment Shares and the Adjustment FundsEarnout Amount), to take all actions on behalf of the Seller Parties Sellers pursuant to this Agreement and any Ancillary Agreement to which any such Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party)Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party)Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Sellers necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Seller Parties Sellers in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize make payments in respect of such claims on behalf of the Seller PartiesXxxxxxx. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties Sellers may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock Company Securities immediately prior to the Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative, and the Representative will receive no compensation for its services. Notices or communications to or from the Representative will constitute notice to or from each of the Seller PartiesSellers.

Representative. (a) Each Seller hereby (appoints Brazos Equity XX XX, LLC as its representative, to act as Representative under and as contemplated by and in connection with the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement. In furtherance thereof, each Seller agrees that Representative will act as agent and attorney-in-fact for each such Seller and the other Seller Party pursuant Indemnifying Parties, with full power and authority to represent each such Seller and the Required Documentation shall thereby) appoints other Seller Indemnifying Parties, and the Representative for heirs, successors, and assigns of each of them, with respect to all matters arising under the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement but not including any Seller’s Noncompetition Agreement, if applicable (all provisions herein dealing with Representative’s right to act on behalf of a Seller under any Ancillary Agreements will not include such Seller’s Noncompetition Agreement, if applicable), and all actions taken by Representative under any such agreements will be binding upon each such Seller Indemnifying Party and the heirs, successors, and assigns of each of them, as if expressly ratified and confirmed in writing by each of them, and no Seller Parties Indemnifying Party will have the right to object to, dissent from, protest, or otherwise contest the same. Without limiting the generality of the foregoing, Representative will have full power and authority, on behalf of each Seller, and the heirs, successors, and assigns of each of them, to interpret the terms and provisions of the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement, to amend the Purchase Agreement and any Ancillary Agreement on behalf of each Seller to the extent such party’s rights are not adversely effected thereby, to give and receive notices and communications in connection with this Agreement and the transactions contemplated herebyon behalf of such Seller, to authorize and agree dispute or fail to adjustments to dispute any claim under the Buyer SharesPurchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement, including any claim for indemnification under Section 6.2 or Article VIII of the Cash Consideration, Purchase Agreement and/or the Option Consideration, terms of the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Escrow Agreement, to authorize distribution negotiate and compromise any dispute that may arise under the Purchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement, including any claim for indemnification under Section 6.2 or Article VIII of the Purchase Agreement and/or the terms of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend sign any release or settle other documents with respect to any such claimsdispute or claim, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with and to make any and all decisions and determinations relating to rights and obligations of any or all Seller Indemnifying Parties under the following sentencePurchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement. The A Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond Indemnifying Party will be required of the Representative. Notices deemed a party or communications a signatory to any agreement, document, instrument, or from the certificate for which Representative will constitute notice to signs on behalf of, or from each of the with respect to, such Seller PartiesIndemnifying Party.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints The Sellers have appointed the Representative as the representative of the Sellers and as the attorney-in-fact and agent for and on behalf of each Seller for purposes of this Agreement, the Seller Parties to give Escrow Agreement, the other Transaction Documents and receive notices any other agreements and communications documents executed or delivered in connection with this Agreement or the Transactions, in each case other than the Executive Employment Agreements and the transactions agreements with each Affiliated Provider contemplated herebyby Section 6.17 or Section 7.01(d), to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds Representative has the full power and authority to take such actions to be taken by the Representative under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow SharesAgreement, the Escrow Funds, other Transaction Documents and any other agreements and documents executed or delivered in connection with this Agreement or the Adjustment Shares Transactions and the Adjustment Funds, to take all such other actions on behalf of such Sellers as it may deem necessary or appropriate in connection with or to consummate the Seller Parties pursuant Transactions, in each case other than under the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d), but including (i) negotiating and executing such amendments, modifications, waivers or changes to this Agreement Agreement, the Escrow Agreement, the other Transaction Documents and any Ancillary Agreement other ancillary documents and as to which the Representative, in its sole discretion, shall have consented (in each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d)), (ii) taking all actions and making all filings on behalf of such Sellers with any Seller Party is a partyGovernmental Entity or other Person necessary to effect the consummation of the Transactions, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and to take otherwise administering and handling any Claims or other matters under this Agreement, the Escrow Agreement or the other Transaction Documents on behalf of such Sellers (in each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d)), and (iv) taking all other actions that are either necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, foregoing or contemplated by the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 terms of this Agreement, to defend the Escrow Agreement, or settle such claims, the other Transaction Documents (in each case other than the Executive Employment Agreements and to authorize payments in respect of such claims on behalf of the Seller Partiesagreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d)). The Representative may resign at any time upon 20 days prior notice. In is the event the Representative has given notice sole and exclusive representative of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller PartiesSellers for any purpose provided for by this Agreement.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties Principals and WWG hereby appoints Xxxxxxx as his or its exclusive agent and attorney-in-fact (the "Representative") (i) to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments respect to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, (ii) to authorize distribution amend the terms of this Agreement, (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the Escrow Sharesprovisions of this Agreement, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, (iv) to take all actions on behalf of the Seller Parties pursuant to this Agreement any and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment to be taken on behalf of the foregoingPrincipals and WWG under such provisions of this Agreement. More specificallySuch agency and that of any successor representative is irrevocable and coupled with an interest; provided, however, the Representative shall have the no authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder act on behalf of each such Seller (or such other Seller Party), any Principal and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or WWG with respect to an indemnity claim under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior noticeSection 7.2.2. In the event the Representative has given notice of its intent to resignrefuses to, or is no longer capable of, serving as the Representative hereunder, the Seller Parties other Principals shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative who shall thereafter be the successor Representative hereunder and the Representative shall serve until such successor is duly appointed and qualified to act hereunder. The Principals and WWG hereby agree that the Representative shall not have any liability to the Company or any Subsidiary for any action he takes or omits to take hereunder (or under any agreement or instrument referred to herein) in his capacity as Representative, in accordance with the following sentence. The Seller Parties may remove unless such action or replace the Representative omission constitutes bad faith or willful misconduct by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will shall constitute notice to or from each the Principals and/or WWG in respect of matters relating to this Agreement. Any decision, act, consent or instruction of the Seller PartiesRepresentative shall constitute a decision of all of the Principals and WWG, and shall be final, binding and conclusive upon each Principal and WWG, and the Purchaser may rely upon any decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of WWG and each and every Principal.

Representative. (a) Each Seller hereby (By virtue of the approval of the Transactions and each other Seller Party this Agreement by the Parent Holders and pursuant to the Required Documentation Parent Holder Agreements, each of the Parent Holders and the Sellers (collectively, the “Seller Indemnifying Parties”) shall thereby) appoints be deemed to have agreed to appoint Parent as his, her or its agent and attorney-in-fact, as the Representative for and on behalf of the Seller Indemnifying Parties to take all actions under this Agreement that are to be taken by the Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article 13, to give and receive notices and communications communications, to authorize payment to any Buyer Indemnified Party from the Escrow Fund in connection satisfaction of claims by any Buyer Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Party against any Seller Indemnifying Party or by any such Seller Indemnifying Party against any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any such Seller Indemnifying Party, in each case relating to this Agreement and or the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, or (ii) specifically mandated by the terms of this Agreement; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth herein, the powers conferred above shall not authorize or empower the Representative shall have to do or cause to be done any of the authority to make all decisions and determinations and to take all actions foregoing (including giving Consents i) in a manner that improperly discriminates between or agreeing among the Seller Indemnifying Parties or (ii) as to any amendments matter insofar as such matter relates solely and exclusively to this Agreement or any Ancillary Agreement to which it a single Seller Indemnifying Party, whereupon the Representative may appoint the Seller Indemnifying Party who is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) alleged to be given in breach to any Seller Party hereunder or pursuant handle all matters related to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions such indemnification claim on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claimsRepresentative, and all references to authorize payments the Representative in respect such event shall include also such Seller Indemnifying Party. Such agency may be changed by the Parent Holders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Representative may not be removed unless Parent Holders holding an Indirect Ownership Interest (as set forth on Exhibit E) of at least 51% (a “Majority Interest”) agree to such claims on behalf removal and to the identity of the Seller Partiessubstituted agent. The A vacancy in the position of Representative may resign at any time upon 20 days prior noticebe filled by a Majority Interest. In the event a vacancy in the position of Representative has given notice exists for fifteen (15) or more days, Parent shall have the right to petition a court of its intent competent jurisdiction to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor replacement Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will shall be required of the Representative, and the Representative shall not receive any compensation for his, her or its services. Notices or communications to or from the Representative will shall constitute notice to or from each of the Seller Indemnifying Parties.

Representative. (a) Each Seller hereby (By virtue of the execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each other Seller Party pursuant of the Indemnifying Parties shall be deemed to the Required Documentation shall thereby) appoints have agreed to appoint Fortis Advisors LLC as its exclusive agent and attorney-in-fact, as the Representative for and on behalf of the Seller Indemnifying Parties to give and receive notices and communications in connection with respect of indemnification claims under this Agreement and to be recovered against the transactions contemplated herebyEscrow Fund, to authorize and agree payment to adjustments to any Indemnified Party from the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions Escrow Fund in satisfaction of this Agreementany indemnification claims hereunder by any Indemnified Party, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Fundsobject to such payments, to take all actions on behalf agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of the Seller Parties pursuant courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement and any Ancillary Agreement to which any Seller Party is a partyor the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notwithstanding the foregoing. More specifically, the Representative shall have the authority no obligation to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions act on behalf of the Seller Parties Indemnifying Parties, except as expressly provided herein, in connection with any claims made under Articles 6 or 7 of this the Escrow Agreement and in the Representative Engagement Agreement, to defend or settle such claimsand for purposes of clarity, and to authorize payments in respect of such claims on behalf there are no obligations of the Seller PartiesRepresentative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative may resign at any time upon 20 days prior notice. In or such agency may be changed by the event the Representative has given notice of its intent Stockholders from time to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing time upon not less than ten thirty (1030) Business Days’ days prior written notice to BuyerParent; provided, however, that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity 84 of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Representative or other vacancy in the position of Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond will shall be required of the Representative. Notices or communications to or from the Representative will after the Closing shall constitute notice to or from each the Indemnifying Parties. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the Seller Partieswhole or any fraction of his, her or its interest in the Escrow Fund.

Representative. (a) Each Seller hereby (Michxxx X. Xxxx xxxll, by virtue of the Merger and each other Seller Party pursuant the resolutions to be adopted by the Required Documentation shall thereby) appoints the Representative Shareholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Seller Parties Shareholders (with full power of substitution in the premises) in connection with the indemnity provisions of Article 11 as they relate to give the Shareholders generally, the Escrow Agreement, the notice provision of this Agreement, and receive notices such other matters as are reasonably necessary for the consummation of the Transactions including, without limitation, to act as the representative of such Shareholders to review and communications authorize all set-offs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Compuware any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement (the above named representative, as well as any subsequent representative of such Shareholders appointed by him or, after his death or incapacity, elected by vote of holders of a majority of the shares Compuware Stock received by such Shareholders pursuant to the Merger, being referred to herein as the "Representative"). The Representative shall not be liable, in his capacity as representative of such Shareholders, to any Shareholders and their respective affiliates or any other person with respect to any action taken or omitted to be taken by the Representative under or in connection with this Agreement or the Escrow Agreement in his capacity as representative of such Shareholders unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. Compuware and the transactions contemplated hereby, Surviving Corporations and each of their respective affiliates shall be entitled to authorize rely on such appointment and agree to adjustments treat such Representative as the duly appointed attorney-in-fact of each Shareholder. Each Shareholder who votes in favor of the Merger pursuant to the Buyer Sharesterms hereof, by such vote, without any further action, and each Shareholder who receives any shares of Compuware Stock in connection with the Cash ConsiderationMerger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the Option Considerationwillingness of Compuware to enter into this Agreement is based, in part, on the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions appointment of this Agreement, a representative to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions act on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller PartiesShareholders.

Representative. (a) Each Seller hereby From and after the Closing and so long as the Maveron Entities hold more than 337,230 shares (subject to appropriate adjustments for stock dividends, stock splits, combinations, recapitalizations or the like) of Class G Preferred Stock (or Common Stock acquired upon conversion thereof) (treating the Maveron Entities and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative their respective affiliated investment funds as one holder for and on behalf of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions purposes of this AgreementSection 7.4(a)) (a "Qualified Investor"), such Qualified Investor shall be entitled to authorize distribution of designate one representative (the Escrow Shares"Representative") to observe Board meetings and all committees thereof; provided, the Escrow Fundshowever, the Adjustment Shares and the Adjustment Funds, that no such Investor shall be entitled to take all actions on behalf of the Seller Parties designate a Representative pursuant to this Agreement Section 7.4 during such time that such Investor is entitled to appoint a representative to observe Board meetings pursuant to any other agreement with the Company. The Company shall, after receiving notice from the Qualified Investor as to the identity of the Investor's Representative and any Ancillary Agreement a confidentiality agreement that is reasonably acceptable to which any Seller Party the Company and is a partyexecuted by the Representative, except to the extent necessary to preserve attorney-client privilege, (i) permit the Representative to attend all Board meetings and all committees thereof, (ii) provide the Representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof) and copies of all materials distributed to the members of the Board (or such committee thereof) at the same time as such materials are distributed to the Board (or such committee thereof) and shall permit the Representative to have the same access to information concerning the business and operations of the Company as the directors (or committee members) have, (iii) permit the Representative to discuss the affairs, finances and accounts of the Company with, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specificallymake proposals and furnish advice with respect thereto to, the Representative Board, without voting, and (iv) reimburse the Qualified Investor for its Representative's reasonable costs in attending Board meetings. The Board (or any committee thereof) and the Company's management shall give due consideration to the advice given and any proposals made by a Representative. In addition, the Maveron Entities shall have the authority right to make all decisions consult with and determinations advise management of the Company on significant business issues, including management's proposed annual operating plans, and management will meet with a representative of the Maveron Entities at the Company's facilities at mutually agreeable times for such consultation and advice, including to take all actions (including giving Consents review progress in achieving said plans. The Company shall give the Maveron Entities reasonable advance written notice of any significant new initiatives or agreeing material changes to any amendments existing operating plans and shall afford the Maveron Entities adequate time to this Agreement meet with management to consult on such initiatives or any Ancillary Agreement changes prior to which it is a party or implementation. The Company shall furnish the Maveron Entities with such financial and operating data and other information with respect to the termination hereof or thereof) required or permitted hereunder on behalf business and the properties of each such Seller (or such other Seller Party)the Company as the Maveron Entities may request, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given except to the Representativeextent necessary to preserve attorney-client privilege. The Representative Company shall be authorized permit the Maveron Entities to take all actions on behalf discuss the affairs, finances and accounts of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claimsCompany with, and to authorize payments in make proposals and furnish advice with respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resignthereto to, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority principal officers of the Company’s capital stock immediately prior , except to Closing upon not less than ten (10) Business Days’ prior written notice the extent necessary to Buyerpreserve attorney-client privilege. No bond will be required of The Company shall give due consideration to the Representative. Notices or communications to or from advice given and any proposals made by the Representative will constitute notice to or from each of the Seller PartiesMaveron Entities.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties Sellers hereby appoints Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx as its, his or her exclusive agent and attorney-in-fact (the “Representatives”) (i) to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments respect to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, (ii) to authorize distribution amend the terms of this Agreement, (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the Escrow Sharesprovisions of this Agreement, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, (iv) to take all actions on behalf of the Seller Parties pursuant to this Agreement any and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority Representatives to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder be taken on behalf of each Sellers under such provisions of this Agreement. Such agency is irrevocable and coupled with an interest; provided, however, that the Representatives shall have no authority to act on behalf of any Seller (with respect to an indemnity claim under Section 7.2. Notwithstanding the foregoing, upon the death or such other Seller Party)incapacity of either Representative, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) his ceasing to be given to an employee or independent contractor of the Company or the Surviving Corporation or any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to Affiliate, the Representative. The remaining Representative shall be authorized the sole Representative and shall notify the Parent of such change in writing. Notwithstanding the foregoing, upon the death or incapacity of both Representatives, or their both ceasing to take all actions on behalf be an employee or independent contractor of the Seller Parties in connection with Company, or the Surviving Corporation or any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of Affiliate the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties Sellers shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, Representative and shall notify the Parent of such successor in accordance with the following sentencewriting. The Seller Parties may remove or replace the Any successor Representative by a vote of holders that own a majority must be an employee of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to BuyerCompany or the Surviving Corporation or any Affiliate. No Notwithstanding the foregoing, no bond will shall be required of the Representatives and Sellers shall be responsible for the expenses of the Representatives incurred in the course of their duties as Representative, including reasonable attorneys’ fees. Notices or communications to or from the a Representative will shall constitute notice to or from Sellers in respect of matters relating to this Agreement. Any decision, act, consent or instruction of a Representative shall constitute a decision, act or consent of all Sellers, and shall be final, binding and conclusive upon each Seller, and Parent may rely upon any decision, act, consent or instruction of a Representative as being the Seller Partiesdecision, act, consent or instruction of each and every Seller.

Representative. (a) Each Seller By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Equityholder shall be deemed to have approved the designation of, and hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints designates, Shareholder Representative Services LLC as the Representative for all purposes in connection with this Agreement and on behalf of the Seller Parties any Ancillary Agreement, including to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares Payment and the Earnout Funds Earn-Out Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment FundsAmount, to take all actions on behalf of the Seller Parties Equityholders pursuant to this Agreement, Escrow Agreement and any Ancillary Agreement to which any Seller Party such Equityholder is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement, Escrow Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party)Equityholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party)Equityholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party Equityholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of the Equityholders necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Seller Parties Equityholders in connection with any claims made under Articles 6 8 or 7 9 of this AgreementAgreement (including Equityholder Specific Claims), to defend or settle such claims, and to authorize make payments in respect of such claims on behalf of the Seller PartiesEquityholders. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentencetime. The Seller Parties Equityholders may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock Common Stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative from and after Closing will constitute notice to or from each of the Seller PartiesEquityholders.

Representative. The Sellers hereby irrevocably designate and appoint Xxxxx Xxxxxx (athe “Representative”) Each Seller hereby (as the agent and each other Seller Party pursuant to attorney-in-fact for the Required Documentation shall thereby) appoints Sellers and the Representative is authorized and empowered to act, for and on behalf of any or all of the Sellers (with full power of substitution in the premises), in connection with the indemnity provisions of this Section 7 as they relate to the Sellers generally, the Adjustment Amount, the Revenue Adjustment, the Holdback Amount, the notice provision of this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement, including, without limitation, to act as the representative of Sellers to review and authorize all set-offs, claims and other payments authorized or directed by this Section 7 and dispute or question the accuracy thereof, to compromise on their behalf with Buyer any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement. In the event that the person serving as Representative dies or becomes disabled or resigns (by written notice to the parties), a replacement shall be designated within ten (10) days by those Sellers receiving a majority of the Purchase Price. The Representative shall not be liable, in his capacity as representative of the Sellers, to any Seller Parties and their respective affiliates with respect to give and receive notices and communications any action taken or omitted to be taken by the Representative under or in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution in his capacity as representative of the Escrow SharesSellers unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the Escrow Fundspart of the Representative. The Sellers acknowledge and agrees that Representative will be an employee of the Company after the Closing. Each Seller who receives any portion of the Purchase Price, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the Adjustment Shares and willingness of Buyer to enter into this Agreement is based, in part, on the Adjustment Funds, appointment of a representative to take all actions act on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller PartiesSellers.

Representative. (a) Each Seller hereby (By executing and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf delivering a Letter of Transmittal or by virtue of consummation of the Seller Parties Plan of Arrangement, each Subversive Limited Partner hereby irrevocably constitutes and appoints Subversive Real Estate Sponsor LLC as its true and lawful attorney-in-fact and agent (the “Representative”) with full power of substitution to give do any and receive notices all things and communications in connection with this Agreement execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares hereby and the Earnout Funds under Article 1 and other applicable provisions exercise of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares all rights and the Adjustment Fundsperformance of all obligations hereunder, to take all actions on behalf of the Seller Parties including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the Subversive Limited Partner, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Subversive Limited Partner, any Ancillary and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement to which and the execution or delivery of any Seller Party is a party, and to take all actions documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (A) disputing or refraining from disputing, on behalf of each Subversive Limited Partner relative to any amounts to be received by the judgment Subversive Limited Partner under this Agreement or any agreements contemplated hereby, or any claim made by Subversive under this Agreement, (B) negotiating and compromising, on behalf of each Subversive Limited Partner, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of each Subversive Limited Partner, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Subversive Limited Partner on the one hand and the Representative for on the accomplishment of the foregoing. More specificallyother hand; provided, however, that, in each case, the Representative shall have the authority to make all decisions and determinations and to not take all actions (including giving Consents or agreeing any action adverse to any amendments to this Agreement or any Ancillary Agreement to which it Subversive Limited Partner unless such action is a party or also taken proportionately with respect to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Partiesothers.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties Principals and IMS Holdco hereby appoints Xxxxxx as his, her or its exclusive agent and attorney-in-fact (the "Representative") (i) to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments respect to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, (ii) to authorize distribution amend the terms of this Agreement, (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the Escrow Sharesprovisions of this Agreement, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, (iv) to take all actions on behalf of the Seller Parties pursuant to this Agreement any and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment to be taken on behalf of the foregoingPrincipals and IMS Holdco under such provisions of this Agreement. More specificallySuch agency and that of any successor representative is irrevocable and coupled with an interest; provided, however, the Representative shall have the no authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder act on behalf of each such Seller (any Principal or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or IMS Holdco with respect to an indemnity claim under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior noticeSection 7.2.2. In the event the Representative has given notice of its intent to resignrefuses to, or is no longer capable of, serving as the Representative hereunder, the Seller Parties other Principals shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative who shall thereafter be the successor Representative hereunder and the Representative shall serve until such successor is duly appointed and qualified to act hereunder. The Principals and IMS Holdco hereby agree that the Representative shall not have any liability to the Company or any of its subsidiaries, if any, for any action he takes or omits to take hereunder (or under any agreement or instrument referred to herein) in his capacity as Representative, in accordance with the following sentence. The Seller Parties may remove unless such action or replace the Representative omission constitutes bad faith or willful misconduct by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will shall constitute notice to or from each the Principals and/or IMS Holdco in respect of matters relating to this Agreement. Any decision, act, consent or instruction of the Seller PartiesRepresentative shall constitute a decision of all of the Principals and IMS Holdco, and shall be final, binding and conclusive upon each Principal and IMS Holdco, and the Purchaser may rely upon any decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of IMS Holdco and each and every Principal.

Representative. (a) Each Seller By virtue of the Company Required Stockholder Consent, this Agreement and the transactions contemplated hereby by the Company Stockholders, each of the Company Stockholders shall be deemed to have agreed to appoint Hxxxxx Xxxxxxxxx (the “Representative”) as its agent and each other Seller Party pursuant to the Required Documentation shall thereby) appoints attorney-in-fact, as the Representative for and on behalf of the Seller Parties Company Stockholders to give and receive notices and communications communications, to authorize payment to any Indemnified Party from the Escrow Fund in connection satisfaction of claims by such Indemnified Party pursuant to Section 7.2(a), to object to such payments, 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 such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement and or the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a partyhereby or thereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, foregoing or (ii) specifically mandated by the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to terms of this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the RepresentativeEscrow Agreement. The Representative shall be authorized to take all actions on behalf identity of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any be changed by the Company Stockholders from time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing time upon not less than ten thirty (1030) Business Days’ days prior written notice to Buyer. No bond will Purchaser; provided, however, that the Representative may not be required removed unless holders of at least two-thirds of the Representativeinterest of the Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. Notices or communications to or from the Representative will shall constitute notice to or from the Company Stockholders. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Stockholders; and each of the Seller PartiesEscrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Company Stockholders. Each of the Escrow Agent and Purchaser is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant For purposes of this Agreement, the Escrowed Holders, without any further action on the part of any such Escrowed Holder, shall be deemed to have consented to the Required Documentation appointment of Xxxxx Xxxxxxx (or, if Xxxxx Xxxxxxx is offered and accepts a full-time management position with Parent, the Surviving Corporation or any of their Affiliates, Xxxxx Xxxxxxx shall thereby) appoints become the Representative automatically and without any further action on the part of the Escrowed Holders) as the Representative of such Escrowed Holders, as the attorney-in-fact for and on behalf of each such Escrowed Holder, and the Seller Parties taking by the Representative of any and all actions and the making of any decisions required or permitted to give and receive notices and communications in connection with be taken by him under this Agreement, including the exercise of the power to (a) execute this Agreement and the transactions contemplated herebyEscrow Agreement, (b) authorize delivery to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares Parent and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution Surviving Corporation of the Escrow SharesFund, the Escrow Fundsor any portion thereof, the Adjustment Shares in satisfaction of Indemnification Claims, (c) agree to, negotiate, enter into settlements and the Adjustment Fundscompromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, to take all actions on behalf of the Seller Parties pursuant to this Agreement and (d) resolve any Ancillary Agreement to which any Seller Party is a partyIndemnification Claims, and to (e) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoingforegoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. More specificallyAccordingly, the Representative shall have has unlimited authority and power to act on behalf of each Escrowed Holder with respect to this Agreement and the authority to make Escrow Agreement and the disposition, settlement or other handling of all decisions Indemnification Claims, rights or obligations arising from and determinations and to take all actions (including giving Consents or agreeing to any amendments taken pursuant to this Agreement or any Ancillary the Escrow Agreement. The Escrowed Holders will be bound by all actions taken by the Representative in connection with this Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party)Escrow Agreement, and any such action, decision or determination so made or taken Parent and the Surviving Corporation shall be deemed the action, entitled to rely on any action or decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall be authorized have no responsibility to take determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct, bad faith or gross negligence. In all actions on behalf of questions arising under this Agreement or the Seller Parties in connection with any claims made under Articles 6 or 7 of this Escrow Agreement, to defend or settle such claimsthe Representative may rely on the advice of counsel, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent will not be liable to resignEscrowed Holders for anything done, omitted or suffered in good faith by the Seller Parties shall promptly (Representative based on such advice. Subject to and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentenceterms of the Escrow Agreement, up to $250,000 of the reasonable expenses of the Representative shall be paid from the Escrow Fund on an as incurred basis. The Seller Parties may remove Representative will not be required to take any action involving any expense unless the payment of such expense is made or replace provided for in a manner satisfactory to him. At any time during the term of the Escrow Agreement, Escrowed Holders entitled to a majority in interest of the Escrow Amount can appoint a new Representative by written consent by sending notice and a vote of holders that own a majority copy of the Company’s capital stock immediately prior duly executed written consent appointing such new Representative to Closing upon not less than ten (10) Business Days’ prior written notice to BuyerParent and the Escrow Agent. No bond Such appointment will be required effective upon the later of the Representative. Notices date indicated in the consent or communications to or from the Representative will constitute notice to or from each of date such consent is received by Parent, Merger Sub (or, if after the Seller PartiesEffective Time, the Surviving Corporation) and the Escrow Agent.

Representative. Each Seller hereby authorizes, directs and appoints Restaurant Holdings to act as its sole and exclusive agent, attorney-in-fact and representative (the “Representative”) and authorizes and directs the Representative to (a) Each Seller hereby take any and all actions (including, without limitation, executing and each other Seller Party pursuant delivering any documents (including any amendment or modification to the Required Documentation shall thereby) appoints the Representative for this Agreement), incurring any costs and expenses on behalf of such Seller and making any and all determinations) which may be required or permitted by this Agreement to be taken by such Seller; (b) make decisions on behalf of such Seller with respect to the transactions and other matters contemplated by this Agreement or the other Transaction Documents, including regarding adjustments to the Estimated Aggregate Purchase Price and the management, negotiation, settlement and compromise of indemnification claims or demand litigation or arbitration with respect to any third-party suits or claims by the Purchaser for indemnification; (c) exercise such other rights, power and authority, as are authorized, delegated and granted to the Representative pursuant to this Agreement; and (d) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent therewith, shall be absolutely and irrevocably binding on each such Seller Parties as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Each Seller agrees that the Representative shall not be liable for any actions taken or omitted to give and receive notices and communications be taken under or in connection with this Agreement and or the transactions contemplated hereby, except for such actions taken or omitted to authorize and agree be taken resulting from the Representative’s willful misconduct. Purchaser shall be entitled to adjustments deal exclusively with the Representative on all matters relating to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, and shall be entitled to authorize distribution rely conclusively (without further evidence of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, any kind whatsoever) on any document executed by or purported to take all actions be executed on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a partyby the Representative, and on any other action taken or purported to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder be taken on behalf of any such Seller by the Representative as fully binding upon each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller PartiesSeller.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant Subject to the Required Documentation shall thereby) appoints terms and conditions of this Section 14.16, AQ Seller is designated as the representative of the Sellers (such Person, when acting in such capacity, the “Representative”), to serve, and the Purchaser hereby acknowledges that the Representative shall serve, as the sole representative of the Sellers, from and after the Closing Date, with respect to the matters set forth in this Agreement and the Escrow and Paying Agent Agreement and any other document or agreement contemplated thereby or thereby, such service to be without compensation except for the reimbursement of out of pocket expenses and indemnification specifically provided herein. The Representative has accepted such designation as of the date hereof; provided, however, that the Representative shall have no obligation to act on behalf of the Seller Parties Sellers. The Representative will, at all times, be entitled to give rely on any directions received from the Sellers; provided, however, that the Representative shall not be required to follow any such direction and receive notices and communications shall be under no obligation to take any action in connection with its capacity as Representative based upon any such direction. Notwithstanding anything to the contrary contained in this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of or the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specificallyPaying Agent Agreement, the Representative shall have the authority to make all decisions no duties or responsibilities except those expressly set forth herein, and determinations and to take all actions (including giving Consents no implied covenants, functions, responsibilities, duties, obligations or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder liabilities on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to otherwise exist against the Representative. The Representative shall relationship created herein is not to be authorized to take all actions on behalf construed as a joint venture or any form of the Seller Parties in connection with any claims made under Articles 6 partnership between or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event among the Representative has given notice or any other Seller or the Purchaser for any purpose of U.S. federal or state law, including federal or state income Tax purposes. Neither the Representative nor any of its intent Affiliates owes any fiduciary or other duty to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Partiesany other Seller.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties Sellers to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Payment and each Earnout Shares and the Earnout Funds Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment FundsAmount, to take all actions on behalf of the Seller Parties Sellers pursuant to this Agreement and any Ancillary Agreement to which any such Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party)Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party)Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Sellers necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Seller Parties Sellers in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize make payments in respect of such claims on behalf of the Seller PartiesSellers. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties Sellers may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital common stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative, and the Representative will receive no compensation for its services. Notices or communications to or from the Representative will constitute notice to or from each of the Seller PartiesSellers.

Representative. (a) Each Seller hereby From and after the Closing and so long as it holds any shares of Class E Preferred Stock or Conversion Stock, if Equity VI is no longer entitled to designate a director under the Investor Rights Agreement, Equity VI shall be entitled to designate one representative (the "REPRESENTATIVE") to observe Board meetings and each other Seller Party pursuant all committees thereof. The Company shall, after receiving notice from Equity VI as to the Required Documentation shall therebyidentity of the Representative, except to the extent necessary to preserve attorney-client privilege, (i) appoints permit the Representative for to attend all Board meetings and on behalf all committees thereof, (ii) provide the Representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Seller Parties to give Board (or such committee thereof) and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments copies of all materials distributed to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution members of the Escrow Shares, Board (or such committee thereof) at the Escrow Funds, same time as such materials are distributed to the Adjustment Shares Board (or such committee thereof) and shall permit the Adjustment Funds, Representative to take all actions on behalf have the same access to information concerning the business and operations of the Seller Parties pursuant Company as the directors (or committee members) have, and (iii) permit the Representative to this Agreement discuss the affairs, finances and any Ancillary Agreement to which any Seller Party is a partyaccounts of the Company with, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specificallymake proposals and furnish advice with respect thereto to, the Representative Board, without voting. The Board (or any committee thereof) and the Company's management shall give due consideration to the advice given and any proposals made by the Representative. In addition, Equity VI shall have the authority right to make all decisions consult with and determinations advise management of the Company on significant business issues, including management's proposed annual operating plans, and management will meet with a representative of Equity VI at the Company's facilities at mutually agreeable times for such consultation and advice, including to take all actions (including giving Consents review progress in achieving said plans. The Company shall give Equity VI reasonable advance written notice of any significant new initiatives or agreeing material changes to any amendments existing operating plans and shall afford Equity VI adequate time to this Agreement meet with management to consult on such initiatives or any Ancillary Agreement changes prior to which it is a party or implementation. The Company shall furnish Equity VI with such financial and operating data and other information with respect to the termination hereof or thereof) required or permitted hereunder on behalf Business and the properties of each such Seller (or such other Seller Party)the Company as the Representative may request, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given except to the Representativeextent necessary to preserve attorney-client privilege. The Representative Company shall be authorized permit Equity VI to take all actions on behalf discuss the affairs, finances and accounts of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claimsCompany with, and to authorize payments in make proposals and furnish advice with respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resignthereto to, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority principal officers of the Company’s capital stock immediately prior , except to Closing upon not less than ten (10) Business Days’ prior written notice the extent necessary to Buyerpreserve attorney-client privilege. No bond will be required of The Company shall give due consideration to the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Partiesadvice given and any proposals made by Equity VI.