Common use of Authority and Rights of the Holder Representative; Limitations on Liability Clause in Contracts

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, have no liability to any Holder with respect to actions taken or omitted to be taken in their capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement for all reasonable expenses incurred or reasonably estimated to be incurred, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) Certain Holders have entered into the Holder Representative Engagement Agreement with the Holder Representative to provide direction to the Holder Representative in connection with its services under this Agreement, the Escrow Agreement and the Holder Representative Engagement Agreement (such Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Phantom Units, Units and the Blocker Seller, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense offor purposes of clarity, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement there are no obligations of the Holder Representative for in any ancillary agreement, schedule, exhibit or the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of Company Disclosure Schedule. Neither the Holder Representative on behalf nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Holders in carrying out Advisory Group (collectively, the provisions of this CVR Agreement applicable to the Holders. All actions taken by the “Holder Representative under this CVR Agreement Group”) shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, have no any liability to any Holder Acquiror, the Company or the holders of Phantom Units, Units and each Blocker Seller with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that resulting from the Holder Representative will be liable for its Representative’s gross negligence or willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenmisconduct. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under this Section 11.2 and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder hereunder, under the Escrow Agreement and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that under the Holder Representative shall be entitled to Engagement Agreement and (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from each holder of Phantom Units, Units and each Blocker Seller, severally and not jointly, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative Group shall be entitled to indemnification from the Holders each holder of Phantom Units, Units and each Blocker Seller, severally and not jointly, against any loss, liability liability, claim, damage, fee, fine, cost, judgment, amount paid in settlement or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation investigation, costs of counsel and other skilled professionals, defense of claimsclaims and in connection with seeking recovery from insurers (collectively, the “Holder Representative Expenses”). Parent The immunities and rights to indemnification shall survive the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by resignation or removal of the Holder Representative as or any member of the instruction Advisory Group and decision the Closing and/or any termination of each this Agreement and the Escrow Agreement. Such Holder in all matters applicable Representative Expenses may be recovered first, from the Holder Representative Expense Fund, second, from any distribution of the Escrow Fund otherwise distributable to the Holder referred to hereinHolders at the time of distribution, and third, directly from the Holders. No Holder shall have any cause of action against ParentAll decisions, the Company or the Trustee for any action taken by Parentactions, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the consents and instructions of the Holder Representative. Each Representative shall be final and binding upon all the Holders and holders of Phantom Units and their respective successors, and no Holder by accepting or holder of Phantom Units shall have any right to object, dissent, protest or otherwise contest the CVRsame, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1except for fraud or willful misconduct.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the Holders, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretiondiscretion to, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret after the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements amendments to this Agreement for and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Monocle, the Company or any Holder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function functions hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement for all reasonable expenses incurred or reasonably estimated to be incurred, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, act on behalf of the Stockholders except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretiondiscretion to, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret after the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewithClosing, (bi) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements amendments to this Agreement for and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement on behalf of the Holder Representative for the accomplishment of the foregoing Stockholders, (eii) give and receive notices and other communications as provided under relating to this CVR Agreement and the transactions contemplated hereby, (fiii) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf for the accomplishment of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of themforegoing. The Holder Representative shall, in its capacity as such, shall have no liability to Acquiror, the Company or any Holder Stockholder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds released to Stockholders for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as the case may be), except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf discretion to estimate and determine the amounts of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, have no liability to any Holder with respect to actions taken or omitted to be taken in their capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenAllocable Expenses. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination a majority of the Holder Representativeissued and outstanding shares of Company Common Stock (or Parent Preferred Stock and Parent Common Stock received upon conversion thereof, are sufficient to protect the Holder Representative against the costsvoting together on an as-converted basis (without taking into account any limits on conversion), expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such actionas applicable). At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Personspersons. The Holder Representative shall be entitled incur no liability to reimbursement for all reasonable expenses incurred any person with respect to any action taken, omitted or reasonably estimated suffered by it in good faith in accordance with the advice of such persons. Notwithstanding any provision to be incurredthe contrary hereunder, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative shall have no liability or obligation of any nature under this Agreement to any party hereto or any third party beneficiary hereof or any stockholder of Parent or GT, other than as a result of a breach of its representation set forth in such capacitySection 9.3. Each holder of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as the case may be) shall severally indemnify and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to hold the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification harmless from the Holders and against any loss, liability damage or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative deficiencies (except for those arising out of as result from the Holder Representative’s gross negligence or willful misconduct), including ) that the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on Holder Representative may suffer or incur in connection with any instructions given and actions action taken by the Holder Representative, and each such person shall bear its pro rata portion of such loss, damage or deficiency. The Representative as shall have reasonable access to information about Parent and the instruction Surviving Entity and decision the reasonable assistance of each Parent and the Surviving Entity’s officers and employees for purposes of performing the Holder in all matters applicable Representative’s duties and exercising the Holder Representative’s rights hereunder, provided that the Holder Representative shall (i) treat confidentially and not disclose any nonpublic information from or about Parent and the Surviving Entity to anyone (except on a need to know basis to the Holder referred Representative’s retained advisors for such matter who agree to herein. No treat such information confidentially), and (ii) not have access to materials or information access to which by the Holder shall have any cause Representative could result in the loss of action against Parent, the Company or the Trustee for any action taken attorney-client privilege by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement, the Escrow Agreement and the Holder Representative Engagement Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Company Securities, except as expressly provided herein, in the Escrow Agreement and in the Holder Representative Engagement Agreement and for purposes of clarity, there are no obligations of the Holder Representative in any ancillary agreement, schedule, exhibit or the Schedules. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (a) interpret after the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements amendments to this Agreement and compromises ofthe Escrow Agreement for and on behalf of the Pre-Closing Holders, (b) preside over any disputes, (c) administer the release and assume disbursement of the defense of, claims, Indemnification Escrow Funds pursuant to Section ‎8.7. and demand arbitration and comply with Orders and awards (d) do or refrain from doing any further act or deed on behalf of arbitrators with respect to such claims, and take all actions the Pre-Closing Holders which the Holder Representative deems necessary or appropriate in its sole discretion relating to the judgement subject matter of this Agreement and the Escrow Agreement. Certain Pre-Closing Holders have entered into an engagement agreement (the “Holder Representative Engagement Agreement”) with the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of to provide direction to the Holder Representative on behalf of in connection with its services under this Agreement, the Holders in carrying out the provisions of this CVR Escrow Agreement applicable to the Holders. All actions taken by and the Holder Representative under this CVR Engagement Agreement shall be binding upon (such Pre-Closing Holders, including their individual representatives, collectively hereinafter referred to as the Holders and their successors as if expressly confirmed and ratified in writing by each of them“Advisory Group”). The Neither the Holder Representative shallnor its members, in its capacity as suchmanagers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Holder Representative Group”) shall have no any liability to Acquiror, the Company or any Holder holder of Company Securities with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that except, with respect to the Acquiror, if such action or omission constitutes fraud, bad faith or willful misconduct on the part of the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined results in a breach of a covenant or agreement expressly made by a court of competent jurisdiction from which no further appeal may be takenthe Holder Representative to Acquiror in this Agreement. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such actionAdvisory Group. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement for all reasonable expenses incurred or reasonably estimated to be incurred, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein, in the Holder Representative Engagement Letter (or in any other Holder Representative engagement letter) or in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Holder Representative under any other ancillary agreement, schedule, exhibit or the Schedules. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewithexpend Holder Allocable Expenses, (bii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises ofamendments to this Agreement, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Escrow Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Paying Agent Agreement for and on behalf of the Holders of Common Stock and Preferred Stock, (iii) to do or refrain from doing any further act or deed on behalf of the Holders of Common Stock and Preferred Stock which the Holder Representative deems necessary or appropriate in carrying out its sole discretion relating to the provisions subject matter of this CVR Agreement applicable and the Escrow Agreement, and (iv) to do all things and to perform all acts, as contemplated by or deemed advisable by the Holder Representative in connection with this Agreement or the Escrow Agreement, in each case, subject to the Holderslimitations set forth herein, in the Escrow Agreement and in the Holder Representative Engagement Letter (or in any other Holder Representative engagement letter). All actions taken by the Holder Representative under this CVR Agreement or the Escrow Agreement shall be binding upon the Holders such Holder of Common Stock and their Preferred Stock and such Holder’s successors as if expressly confirmed and ratified in writing by each such Holder, and all defenses which may be available to the Holders to contest, negate or disaffirm the action of them. The Holder Representative shall, in its capacity as such, have no liability to any Holder with respect to actions taken or omitted to be taken in their capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be taken in good faith under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company this Agreement or the Trustee, the Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement for all reasonable expenses incurred or reasonably estimated to be incurred, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1Escrow Agreement are waived.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Preferred Stock, Common Stock or Options, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Representative Expenses and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders pay such Holder Representative Expenses in connection herewithaccordance with Section 3.5, (bii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Pre-Closing Holders and (iii) in carrying out the provisions connection with a termination of this CVR Agreement applicable to Agreement, determine the HoldersHolder Damages, if any, and collect and distribute (and withhold from, if applicable) such Holder Damages in accordance with Section 10.3. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Buyer, the Company or any Holder holder of Preferred Stock, Common Stock or Options, or any Termination Date Holder, with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Sections 3.5 or 10.3 and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At Buyer shall be entitled to rely upon, and shall have no cost liability of any kind or nature to Parentany Pre-Closing Holders in reliance on the grant of authority under this Article XI in respect of, any act or decision of, or instruction by, or any document or other paper delivered by, the Company Holder Representative on behalf of the Pre-Closing Holders. Buyer shall have no liability of any kind or nature in connection with any dispute or controversy among the Pre-Closing Holders in connection with this Agreement or the Trustee, the transactions contemplated hereby. The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Sections 3.5 or 10.3, released from the Escrow Funds for the benefit of Pre-Closing Holders and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by event that the Holder Representative as determines, in its sole and absolute discretion, that the instruction and decision of each Holder in all matters applicable funds paid to the Holder referred Representative pursuant to herein. No Section 3.5 exceed the Holder shall have any cause Representative Expenses, prior to the final release of action against Parentthe Escrow Funds, the Company Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement to the Pre-Closing Holders as Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or the Trustee for any action taken by ParentEscrow Agreement, the Company or the Trustee in reliance upon the written instructions or decisions no event shall such excess amount become part of the Holder Representative, Escrow Funds or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees become payable to the terms and conditions of this Section 10.1Buyer.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms Holder Representative Expense Amount and provisions to pay the Holder Representative Expense Amount in accordance with Section 3.5, (ii) retain counsel and to incur such fees, costs and expenses as the Holder Representative deems to be necessary or appropriate in connection with the performance of its obligations under this CVR Agreement and each of the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement the transactions contemplated to be executed or delivered in connection with this CVR Agreementhereby, (diii) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Pre-Closing Holders in carrying out the provisions of this CVR Agreement applicable and (iv) with respect to any claims for indemnification made pursuant to Section 12.2, exercise all rights granted to the HoldersHolder Representative under Article XII. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Industrea Parties, the Company or any Holder holder of Company Stock or Options with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.5 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.5, released from the Escrow Funds for the benefit of Pre-Closing Holders or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent In the event that the Holder Representative determines, in its sole and absolute discretion, that the Company funds paid to the Holder Representative pursuant to Section 3.5 exceed the aggregate amount of fees, costs, expenses and Taxes incurred, or that may in the future be incurred, by the Holder Representative in connection with the performance of its obligations under this Agreement and each of the documents to be executed in connection with the transactions contemplated hereby, prior to the final release of the Escrow Funds, the Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Pre-Closing Holders as Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or the Escrow Agreement, in no event shall such excess amount become part of the Escrow Funds or otherwise become payable to Industrea Parties. The Industrea Parties shall be able to rely conclusively (without liability) on the instructions and decisions of the Holder Representative as to the settlement of any instructions claims for indemnification of Industrea Parties pursuant to the Escrow Agreement or Article XII below or any other actions, consents, approvals, agreements and decisions required or permitted to be taken, given and actions taken or made by the Holder Representative as the instruction hereunder, and decision of each Holder in all matters applicable to the Holder referred to herein. No no Pre-Closing Holder shall have any cause of action against Parent, Industrea Parties to the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance extent that Industrea Parties has relied upon the written instructions or decisions of the Holder Representative. The Holder Representative shall have the right, or otherwise on account of payments or distributions made by or on behalf of Parent or but not the Trustee obligation, exercisable in accordance with its sole discretion, to distribute to the instructions Pre-Closing Holders at any time such Pre-Closing Holder’s Escrow Percentage of the Holder RepresentativeRepresentative Expenses Amount. Each Notwithstanding the foregoing, (A) there can be no assurances that any of the Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees Representative Expense Amount will be paid or disbursed to the terms Pre-Closing Holders and conditions of this Section 10.1.(B) no Pre-Closing Holder not be entitled to receive any interest on the Holder Representative Expense Amount. 88

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative (solely in its capacity as such and not in its capacity as a Selling Member) shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Representative Expenses and provisions of to pay such Holder Representative Expenses in accordance with Section 3.5, (ii) consummate the transactions contemplated hereby, (iii) after the Closing, negotiate, enter into, execute and deliver such waivers, consents and amendments to this CVR Agreement and the documents to be executed Escrow Agreement for and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out Selling Members and (iv) calculate the provisions various allocations of this CVR Agreement applicable all amounts that may be payable to the HoldersSelling Members (or their designees) after the Closing in accordance with Schedule 3.3 and the Escrow Agreement. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders Selling Members and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Buyer, the Company or any Holder Selling Member with respect to actions taken or omitted to be taken solely in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority HoldersMember; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has received funds required to be delivered to it under Section 3.5 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.5, released from the Escrow Funds for the benefit of Selling Members or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by event that the Holder Representative as determines, in its sole and absolute discretion, that the instruction and decision of each Holder in all matters applicable funds paid to the Holder referred Representative pursuant to herein. No Section 3.5 exceed the Holder shall have any cause Representative Expenses, prior to the final release of action against Parentthe Escrow Funds, the Company Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Selling Members (or their designees) as Final Net Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or the Trustee for any action taken by ParentEscrow Agreement, the Company or the Trustee in reliance upon the written instructions or decisions no event shall such excess amount become part of the Holder Representative, Escrow Funds or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees become payable to the terms and conditions of this Section 10.1Buyer.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Without limiting the authority set forth in Section 11.1, the Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Representative Expenses and provisions of this CVR Agreement to pay such Holder Representative Expenses from the Holder Representative Fund in accordance with Section 3.7 and (ii) after the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements amendments to this Agreement for and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Pre-Closing Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to any Holder holder of Company Stock with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative. The Company and Holder Representative hereby agree that Buyer, except that Merger Sub and the Exchange Agent shall be able to rely conclusively on the instructions and decisions of the Holder Representative will as to the settlement of any claims or as to actions required or permitted to be liable for taken by the Holder Representative hereunder, and no party hereto or any Pre-Closing Holder shall have any cause of action against Buyer or any of the Buyer Related Parties (including, after the Effective Time, the Company or any of its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenSubsidiaries) in connection with any such reliance. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.7 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.7 or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Common Stock or Options, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Allocable Expenses and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders pay such Holder Allocable Expenses in connection herewithaccordance with Section 3.5, (bii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Holders in carrying out Pre-Closing Holders, (iii) preside over any tax disputes and (iv) administer the provisions release and disbursement of this CVR Agreement applicable the Indemnification Escrow Funds pursuant to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of themSection 12.8. The Holder Representative shall, in its capacity as such, shall have no liability to Acquiror, the Company or any Holder holder of Common Stock or Options, with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.5 or Section 10.2 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.5 or Section 10.3 of this Agreement, released from the Escrow Funds for the benefit of Pre-Closing Holders and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, accountants, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement and the Escrow Agreement; provided, however, that the Holder Representative shall have no obligation to act, act on behalf of the Sellers or the members of the Management Pool except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretiondiscretion to, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret after the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewithClosing, (bi) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements amendments to this Agreement for and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement on behalf of the Holder Representative for Sellers or the accomplishment members of the foregoing Management Pool, (eii) give and receive notices and other communications as provided under relating to this CVR Agreement and the transactions contemplated hereby, (fiii) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated hereby, including any disputes related to the achievement of Earnout Consideration triggering events and the payout of Earnout Consideration in accordance with Sections 2.5 and/or 2.6, and (iv) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf for the accomplishment of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of themforegoing. The Holder Representative shall, in its capacity as such, shall have no liability to Acquiror, the Company, any Holder Seller or any member of the Management Pool with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds released from the Sellers and members of the Management Pool for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the Company Equityholders, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretiondiscretion to, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewithexpend Holder Allocable Expenses, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Holders in carrying out Company Equityholders, (c) exercise on behalf of the provisions of this CVR Agreement applicable Company Equityholders all rights granted to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon Sections 3.5 and 8.2, and (d) with respect to any Indemnification Claim made pursuant to Section 12.2(a), exercise all rights granted to the Holders and their successors as if expressly confirmed and ratified in writing by each Indemnitor under Article XII (subject to paragraph (d) of themSection 12.3). The Holder Representative shall, in its capacity as such, shall have no liability to Parent, the Company (and, following the Effective Time, the Surviving Corporation) or any Holder Company Equityholder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, Representative (except that to Company Equityholders for those actions arising out of the Holder Representative will be liable for its Representative’s bad faith or willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenmisconduct). The Holder Representative shall at all times be entitled to rely on any directions received from the Majority HoldersEquityholders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.8 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.8 of this Agreement, released from the Escrow Accounts for the benefit of the Company Equityholders and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification (i) first, from funds paid to it under Section 3.8 of this Agreement, and (ii) second, from the Holders Company Equityholders in accordance with their respective Pro Rata Percentages, against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken event that the Holder Allocable Expenses exceed the amount actually incurred by the Holder Representative in its capacity as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance such upon the written instructions or decisions final release of funds from the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee Escrow Accounts in accordance with the instructions terms of the Escrow Agreement, the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees Representative shall deliver (x) to the terms Exchange Agent (for distribution to each Company Stockholder in accordance with such Company Stockholder’s Common Pro Rata Percentage) a cash payment in an amount equal to the product of (A) such excess amount, multiplied by (B) the Aggregate Common Pro Rata Percentage, and conditions (y) to the Surviving Corporation (for payment to each Company Optionholder in accordance with such Company Optionholder’s Option Pro Rata Percentage) a cash payment in an amount equal to the product of this Section 10.1(A) such excess amount, multiplied by (B) the Aggregate Option Pro Rata Percentage.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Common Shares and Vested Options, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf discretion to estimate and determine the amounts of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises ofAllocable Expenses, and assume the defense of, claims, and demand arbitration and comply to pay such Holder Allocable Expenses in accordance with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of themSection 2.6 hereof. The Holder Representative shall, in its capacity as such, shall have no liability to any Holder Acquiror, the Company or the holders of Common Shares and Vested Options with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that with respect to the Holder Representative will be liable for its Representative’s gross negligence or willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenmisconduct. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 2.6 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 2.6 of this Agreement and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in for indemnification, by the event holders of an Event of Default, the Common Shares and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders Vested Options against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and , it being understood that, except as provided in Section 2.6, the Company shall not be able obligated to rely conclusively (without liability) on any instructions given indemnify and actions taken by reimburse the Holder Representative as and such obligations shall be borne solely by the instruction holders of the Common Shares and decision of each Holder in all matters applicable Vested Options. In the event that the funds paid to the Holder referred Representative pursuant to herein. No Section 2.6 exceed the Holder shall have any cause of action against ParentAllocable Expenses, the Company or the Trustee Holder Representative shall be entitled to retain such excess amount as a fee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the its services as Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1Representative hereunder.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the Holders, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Allocable Expenses and provisions of this CVR Agreement to pay such Holder Allocable Expenses in accordance with Section 3.3, and (ii) after the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, this Agreement and take all actions necessary or appropriate in the judgement of the Holder Representative pursuant to Sections 3.9 and 6.5 for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to any Acquiror, the Company or Holder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.3 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.3 of this Agreement for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from by the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able event that the funds paid to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as pursuant to Section 3.3 exceed the instruction and decision of Holder Allocable Expenses, the Holder Representative shall distribute such excess amount to each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee Common Shares in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1such Holder’s Escrow Percentage (as defined on Schedule 6.5).

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing foregoing, (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, have no liability to any Holder with respect to actions taken or omitted to be taken in their capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those finally judicially determined to have directly arisen out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Without limiting the foregoing, the Holder Representative shall be entitled to reimbursement from the Holders for all reasonable expenses incurred or reasonably estimated to be incurred, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon . Upon notice to Parent and the TrusteeTrustee in accordance with Section 2.2(d)(2), such reimbursement indemnification payments and/or reimbursements (the foregoing collectively, “Holder Representative Expenses”) shall be paid to the Holder Representative from Covered Revenues Payments (or CVR Shortfall payments, if applicable) in accordance with Section 7.3 2.2(d)(2) (and/or Section 7.3, as applicable) (it being understood that none of the Trustee, Parent, the Company or their respective Affiliates shall be personally responsible for such reimbursement). The , subject to Parent and Trustee effecting such payments to Holder Representative shall be entitled to indemnification from the Holders against any lossCovered Revenues Payments (or CVR Shortfall payments, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liabilityif applicable) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with Section 2.2(d)(2) (and/or Section 7.3, as applicable). For the instructions avoidance of doubt, all Holder Representative Expenses shall be paid solely from (i) Covered Revenues Payments, (ii) CVR Shortfall payments, (iii) the Holder Representative. Each Holder by accepting Expense Fund or (iv) the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1Holders directly.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement and the Escrow Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Units, except as expressly provided herein. Without limiting , in the generality of the foregoing, each Holder agrees that Escrow Agreement and in the Holder Representative has full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Engagement Agreement, (c) receive service and for purposes of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreementclarity, (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement there are no obligations of the Holder Representative for in any ancillary agreement, schedule, exhibit or the accomplishment of Company Disclosure Schedule. The Holder Representative shall be entitled to: (i) rely upon the foregoing Distribution Waterfall, (eii) give and receive notices and communications as provided under this CVR Agreement rely upon any signature believed by it to be genuine, and (fiii) take all actions necessary or appropriate in the judgment of the Holder Representative reasonably assume that a signatory has proper authorization to sign on behalf of the Holders in carrying out the provisions applicable holder of this CVR Agreement applicable to the HoldersUnits or other party. All actions taken by the Holder Representative under this CVR Agreement, the Escrow Agreement or the Holder Representative Engagement Agreement shall be binding upon the Holders each holder of Units and their such holders of Units’ successors as if expressly confirmed and ratified in writing by each such holder of them. The Holder Representative shallUnits, in its capacity as such, have no liability and all defenses which may be available to any Holder with respect holder of Units to actions taken contest, negate or omitted to be taken in their capacity as the Holder Representative, except that disaffirm any action of the Holder Representative will be liable for its willful misconduct taken in good faith under this Agreement, the Escrow Agreement, or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, Engagement Agreement are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement for all reasonable expenses incurred or reasonably estimated to be incurred, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1waived.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Sellers agree that the Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the Holders, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretiondiscretion to (i) expend Holder Allocable Expenses, (ii) enter into the Escrow Agreement on behalf of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, and (biii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Acquiror, the Company or any Holder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 2.5 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. All actions, decisions and instructions of the Holder Representative shall be conclusive and binding upon each of the holders of Common Stock and/or Options. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 2.5 of this Agreement, released from the Escrow Funds for the benefit of Holders and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken event that the Holder Allocable Expenses exceed the amount actually incurred by the Holder Representative in its capacity as such upon the instruction final release of the Escrow Funds, such excess amount shall be distributed to the Escrow Agent and decision of the Escrow Agent shall pay to each Holder an amount in all matters cash equal to (i) the balance of such excess, multiplied by (ii) such Holder’s Escrow Percentage, less any applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1withholding.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms Holder Representative Expense Amount and provisions to pay the Holder Representative Expense Amount in accordance with Section 3.5, (ii) retain counsel and to incur such fees, costs and expenses as the Holder Representative deems to be necessary or appropriate in connection with the performance of its obligations under this CVR Agreement and each of the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement the transactions contemplated to be executed or delivered in connection with this CVR Agreementhereby, (diii) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Pre-Closing Holders in carrying out the provisions of this CVR Agreement applicable and (iv) with respect to any claims for indemnification made pursuant to Section 12.2, exercise all rights granted to the HoldersHolder Representative under Article XII. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Industrea Parties, the Company or any Holder holder of Company Stock or Options with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.5 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.5, released from the Escrow Funds for the benefit of Pre-Closing Holders or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent In the event that the Holder Representative determines, in its sole and absolute discretion, that the Company funds paid to the Holder Representative pursuant to Section 3.5 exceed the aggregate amount of fees, costs, expenses and Taxes incurred, or that may in the future be incurred, by the Holder Representative in connection with the performance of its obligations under this Agreement and each of the documents to be executed in connection with the transactions contemplated hereby, prior to the final release of the Escrow Funds, the Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Pre-Closing Holders as Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or the Escrow Agreement, in no event shall such excess amount become part of the Escrow Funds or otherwise become payable to Industrea Parties. The Industrea Parties shall be able to rely conclusively (without liability) on the instructions and decisions of the Holder Representative as to the settlement of any instructions claims for indemnification of Industrea Parties pursuant to the Escrow Agreement or Article XII below or any other actions, consents, approvals, agreements and decisions required or permitted to be taken, given and actions taken or made by the Holder Representative as the instruction hereunder, and decision of each Holder in all matters applicable to the Holder referred to herein. No no Pre-Closing Holder shall have any cause of action against Parent, Industrea Parties to the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance extent that Industrea Parties has relied upon the written instructions or decisions of the Holder Representative. The Holder Representative shall have the right, or otherwise on account of payments or distributions made by or on behalf of Parent or but not the Trustee obligation, exercisable in accordance with its sole discretion, to distribute to the instructions Pre-Closing Holders at any time such Pre-Closing Holder’s Escrow Percentage of the Holder RepresentativeRepresentative Expenses Amount. Each Notwithstanding the foregoing, (A) there can be no assurances that any of the Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees Representative Expense Amount will be paid or disbursed to the terms Pre-Closing Holders and conditions of this Section 10.1(B) no Pre-Closing Holder not be entitled to receive any interest on the Holder Representative Expense Amount.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret retain counsel, experts and other agents (any such representatives so retained, the terms “Retained Agents”) and provisions to incur such fees, costs and expenses as the Holder Representative deems to be necessary or appropriate in connection with the performance of its obligations under this CVR Agreement and each of the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement the transactions contemplated to be executed or delivered in connection with this CVR Agreement, hereby; (dii) agree toafter the Closing, negotiate and enter into settlements amendments to this Agreement and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative Escrow Agreement for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable Pre-Closing Holders; (iii) make decisions with respect to the Holdersdetermination of the calculations set forth in the Closing Statement; and (iv) enter into any settlement or submitting any dispute relating to the Closing Statement. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to any Pre-Closing Holder with respect to actions taken or omitted to be taken in their capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless . In the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination absence of bad faith by the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) conclusively rely on the opinions and advice of such Personsany Retained Agents; and the fact that any act was taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of good faith. The Holder Representative shall be entitled to reimbursement from the Reserve for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Pre-Closing Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconductbad faith), including the costs and expenses of investigation and defense of claims. Parent If the Holder Representative determines, in his sole and absolute discretion, that the Company shall Reserve exceeds the aggregate amount of fees, costs, expenses and Taxes incurred, or that may in the future be able to rely conclusively (without liability) on any instructions given and actions taken incurred, by the Holder Representative as in connection with the instruction performance of its obligations under this Agreement and decision each of each the documents to be executed in connection with the transactions contemplated hereby, the Holder in all matters applicable Representative shall pay such amounts to the Pre-Closing Holders as though such amounts were paid pursuant to the terms of the Company Articles as additional Merger Consideration. The Parent Parties shall be entitled to rely conclusively on the instructions and decisions of the Holder referred Representative as to herein. No any actions, consents, approvals, agreements and decisions required or permitted to be taken, given or made by the Holder Representative hereunder or on any other matter which the Holder Representative reasonably asserts the authority to represent the Pre-Closing Holders in respect of, and no Pre-Closing Holder shall have any cause of action against Parent, any Parent Parties to the Company or the Trustee for extent that any action taken by Parent, the Company or the Trustee in reliance Parent Party relied upon the written instructions or decisions of the Holder Representative. For the avoidance of doubt, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions (A) there can be no assurances that any of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees Reserve will be paid or disbursed to the terms Pre-Closing Holders, and conditions of this Section 10.1(B) no Pre-Closing Holder shall be entitled to receive any interest on the Reserve.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement, the Escrow Agreement and the Holder Representative Engagement Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the Unitholders, except as expressly provided herein, in the Escrow Agreement and in the Holder Representative Engagement Agreement and for purposes of clarity, there are no obligations of the Holder Representative in any ancillary agreement, schedule or exhibit. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (a) interpret after the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements amendments to this Agreement and compromises ofthe Escrow Agreement for and on behalf of the Unitholders, (b) preside over any disputes, (c) administer the release and assume disbursement of amounts held in escrow and (d) do or refrain from doing any further act or deed on behalf of the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions Unitholders which the Holder Representative deems necessary or appropriate in its sole discretion relating to the judgement subject matter of this Agreement and the Escrow Agreement. Certain Unitholders have entered into an engagement agreement (the “Holder Representative Engagement Agreement”) with the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of to provide direction to the Holder Representative on behalf of in connection with its services under this Agreement, the Holders in carrying out the provisions of this CVR Escrow Agreement applicable to the Holders. All actions taken by and the Holder Representative under this CVR Engagement Agreement shall be binding upon (such Unitholders, including their individual representatives, collectively hereinafter referred to as the Holders and their successors as if expressly confirmed and ratified in writing by each of them“Advisory Group”). The Neither the Holder Representative shallnor its members, in its capacity as suchmanagers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Holder Representative Group”) shall have no any liability to any Holder holder of Company Securities with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such actionAdvisory Group. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement for all reasonable expenses incurred or reasonably estimated to be incurred, disbursements and advances (including fees and disbursements of their counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the Company Equityholders, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretiondiscretion to, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret expend the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewithHolder Allocable Expense Amount, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Holders in carrying out Company Equityholders, (c) exercise on behalf of the provisions of this CVR Agreement applicable Company Equityholders all rights granted to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon Sections 3.5 and 8.2, and (d) with respect to any Indemnification Claim made pursuant to Section 12.2(a), exercise all rights granted to the Holders and their successors as if expressly confirmed and ratified in writing by each Indemnitor under Article XII (subject to paragraph (d) of themSection 12.3). The Holder Representative shall, in its capacity as such, shall have no liability to Parent, the Company (and, following the Effective Time, the Surviving Corporation) or any Holder Company Equityholder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, Representative (except that to Company Equityholders for those actions arising out of the Holder Representative will be liable for its Representative’s bad faith or willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenmisconduct). The Holder Representative shall at all times be entitled to rely on any directions received from the Majority HoldersEquityholders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.8 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.8 of this Agreement, released from the Escrow Accounts for the benefit of the Company Equityholders and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification (i) first, from funds paid to it under Section 3.8 of this Agreement, and (ii) second, from the Holders Company Equityholders in accordance with their respective Pro Rata Percentages, against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken event that the Holder Allocable Expense Amount exceed the amount actually incurred by the Holder Representative in its capacity as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance such upon the written instructions or decisions final release of funds from the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee Escrow Accounts in accordance with the instructions terms of the Escrow Agreement, the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees Representative shall deliver (x) to the terms Exchange Agent (for distribution to each Company Stockholder in accordance with such Company Stockholder’s Common Pro Rata 77 Percentage) a cash payment in an amount equal to the product of (A) such excess amount, multiplied by (B) the Aggregate Common Pro Rata Percentage, and conditions (y) to the Surviving Corporation (for payment to each Company Optionholder in accordance with such Company Optionholder’s Option Pro Rata Percentage) a cash payment in an amount equal to the product of this Section 10.1(A) such excess amount, multiplied by (B) the Aggregate Option Pro Rata Percentage.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Common Shares and Vested Options, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf discretion to estimate and determine the amounts of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises ofAllocable Expenses, and assume the defense of, claims, and demand arbitration and comply to pay such Holder Allocable Expenses in accordance with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of themSection 2.6 hereof. The Holder Representative shall, in its capacity as such, shall have no liability to any Holder Acquiror, the Company or the holders of Common Shares and Vested Options with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that with respect to the Holder Representative will be liable for its Representative’s gross negligence or willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenmisconduct. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 2.6 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall reasonably deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement reimbursement, from funds paid to it under Section 2.6 of this Agreement and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able event that the funds paid to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable pursuant to Section 2.6 exceed the Holder referred to herein. No Holder shall have any cause of action against ParentAllocable Expenses, the Company or the Trustee Holder Representative shall be entitled to retain such excess amount as a fee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the its services as Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1Representative hereunder.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Representative Expenses and provisions of this CVR Agreement to pay such Holder Representative Expenses in accordance with Section 4.5 and (ii) after the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (fthe Escrow Agreement for ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) take all actions necessary or appropriate in of Regulation S-K. The information is not material and would cause competitive harm to the judgment of the Holder Representative registrant if publicly disclosed. “[***]” indicates that information has been redacted. and on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Pre‑Closing Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre‑Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Buyer, the Companies or any Pre‑Closing Holder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 4.5 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 4.5, released from the Escrow Funds for the benefit of Pre‑Closing Holders or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by event that the Holder Representative as determines, in its sole and absolute discretion, that the instruction and decision of each Holder in all matters applicable funds paid to the Holder referred Representative pursuant to herein. No Section 4.5 exceed the Holder shall have any cause Representative Expenses, prior to the final release of action against Parentthe Escrow Funds, the Company Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Pre‑Closing Holders as Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or the Trustee for any action taken by ParentEscrow Agreement, the Company or the Trustee in reliance upon the written instructions or decisions no event shall such excess amount become part of the Holder Representative, Escrow Funds or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees become payable to the terms and conditions of this Section 10.1Buyer.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Common Shares and Vested Options, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to any Holder Acquiror, the Companies or the holders of Landmark Common Shares, Standard Common Shares, Landmark Vested Options and Standard Vested Options with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that with respect to the Holder Representative will be liable for its Representative’s gross negligence or willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenmisconduct. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 2.5 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement reimbursement, from funds paid to it under Section 2.5 of this Agreement and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able event that the funds paid to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable pursuant to Section 2.5 exceed the Holder referred to herein. No Holder shall have any cause of action against ParentAllocable Expenses, the Company or the Trustee Holder Representative shall be entitled to retain such excess amount as a fee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the its services as Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1Representative hereunder.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall will have no obligation to actact on behalf of the holders of Company Common Stock and Options, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf discretion to estimate and determine the amounts of each Holder and his, her or its successors and assigns, to (a) interpret the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree to, negotiate and enter into settlements and compromises ofAllocable Expenses, and assume the defense of, claims, and demand arbitration and comply to pay such Holder Allocable Expenses in accordance with Orders and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of themSection 2.6 hereof. The Holder Representative shall, in its capacity as such, will have no liability to any Holder Acquiror, the Company or the holders of Common Shares and Options with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that with respect to the Holder Representative will be liable for its Representative’s gross negligence or willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenmisconduct. The Holder Representative shall will at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 2.6 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement reimbursement, from funds paid to it under Section 2.6 of this Agreement and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Representative Expenses and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders pay such Holder Representative Expenses in connection herewithaccordance with Section 3.5, (bii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Pre-Closing Holders and (iii) in carrying out the provisions connection with a termination of this CVR Agreement applicable to Agreement, determine the HoldersHolder Damages, if any, and collect and distribute (and withhold from, if applicable) such Holder Damages in accordance with Section 10.3. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Buyer, the Company or any Holder holder of Units or Options with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.5 or Section 10.3 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.5 or Section 10.3, released from the Escrow Account for the benefit of Pre-Closing Holders or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by event that the Holder Representative as determines, in its sole and absolute discretion, that the instruction and decision of each Holder in all matters applicable funds paid to the Holder referred Representative pursuant to herein. No Section 3.5 or Section 10.3 exceed the Holder shall have any cause Representative Expenses, prior to the release of action against Parentthe Escrow Amount, the Company Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Pre-Closing Holders; provided, however, that notwithstanding anything to the contrary in this Agreement or the Trustee for any action taken by ParentEscrow Agreement, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or no event shall such excess amount otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees become payable to the terms and conditions of this Section 10.1Buyer.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Representative Expenses and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders pay such Holder Representative Expenses in connection herewithaccordance with Section 3.5, (bii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements amendments to this Agreement and compromises ofthe Escrow Agreement for and on behalf of the Pre-Closing Holders, and assume (iii) in connection with a termination of this Agreement, determine the defense ofHolder Damages, claimsif any, and demand arbitration and comply negotiate with Orders and awards of arbitrators Buyer with respect to such claimsHolder Damages and collect and distribute (and withhold from, and take all actions necessary or appropriate if applicable) such Holder Damages in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement accordance with Section 10.3 and (fiv) take all actions necessary or appropriate in the judgment of the Holder Representative negotiate and compromise on behalf of the Pre-Closing Holders in carrying out the provisions of this CVR Agreement applicable with Buyer any claims asserted hereunder and to the Holdersauthorize payments to be made with respect thereto. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their respective successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Buyer, the Company or any Holder Participant, holder of Common Stock, or any Termination Date Holder, with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Sections 3.5 or 10.3 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Sections 3.5 or 10.3, released from the Escrow Funds for the benefit of Pre-Closing Holders or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredand documented out-of-pocket expenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders holders of the Common Stock against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by event that the Holder Representative as determines, in its sole and absolute discretion, that the instruction and decision of each Holder in all matters applicable funds paid to the Holder referred Representative pursuant to herein. No Section 3.5 exceed the Holder shall have any cause Representative Expenses, prior to the final release of action against Parentthe Escrow Funds, the Company Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Pre-Closing Holders as Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or the Trustee for any action taken by ParentEscrow Agreement, the Company or the Trustee in reliance upon the written instructions or decisions no event shall such excess amount become part of the Holder Representative, Escrow Funds or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees become payable to the terms and conditions of this Section 10.1Buyer.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret after the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Pre-Closing Holders and (ii) in carrying out the provisions connection with a termination of this CVR Agreement applicable to Agreement, determine the HoldersHolder Damages, if any, and collect and distribute (and withhold from, if applicable) such Holder Damages in accordance with Section ‎10.3. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The them and the Escrow Agent and the Buyer Indemnified Parties shall be entitled to rely upon any decision, act, consent or instruction of Holder Representative shall, (in its capacity as such) as being the decision, act, consent or instruction of each Pre-Closing Holder. The Holder Representative shall have no liability to Buyer, the Company or any Holder holder of Common Shares, Preferred Shares or Options, or any Termination Date Holder, with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless funds remain in the Holder Rep Fund Account or the Holder Representative has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds held in the Holder Rep Fund Account or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Pre-Closing Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent Buyer and the Company shall be able Buyer Indemnified Parties may, and the parties agree that the Escrow Agent shall, disregard any notice or instruction received directly from any Pre-Closing Holder (other than in any Letter of Transmittal received from such Pre-Closing Holder) other than Holder Representative. The Buyer Indemnified Parties are hereby relieved from any Liability to rely conclusively (without liability) on any instructions given and actions taken by the Holder Representative as the instruction and decision of each Holder in all matters applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee Person for any action taken acts done by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee them in accordance with the instructions any express written instruction of the Holder Representative. Each Pre-Closing Holder by accepting the CVR, including hereby agrees that for any permitted transferee, acknowledges and agrees Action arising under this Agreement or any Transaction Agreement such Pre-Closing Holder may be served legal process to the terms address for notices set forth in Section ‎13.2 for the Holder Representative (or any alternative address designated to the parties in writing by Holder Representative or any of his successors), and conditions that service in such manner shall be adequate and such Pre-Closing Holder shall not assert any defense of claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. Each Pre-Closing Holder hereby agrees that the obligation of Holder Representative following receipt of such service to notify such Pre-Closing Holder is satisfied if the Holder Representative sends notice of such service to such Pre-Closing Holder at the address for such Pre-Closing Holder set forth in the Allocation Schedule (or any alternative address designated to Holder Representative in writing by such Pre-Closing Holder), and that notice in such manner shall be adequate and such Pre-Closing Holder shall not assert any claim against the Holder Representative that notice in such manner was not adequate or sufficient in any court in any jurisdiction. Each Pre-Closing Holder shall promptly provide written notice to the Holder Representative of any change of address of such Pre-Closing Holder. Without limiting the above and for the avoidance of doubt, for purposes of this Section 10.1‎Article XII, if any Pre-Closing Holder is seeking indemnification as the Indemnified Party hereunder, or indemnification is sought against any Pre-Closing Holder as an Indemnifying Party hereunder, then in either such case, the Holder Representative shall act on behalf of, and receive notice on behalf of, such Pre-Closing Holder.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the holders of Common Stock or Options, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret estimate and determine the terms amounts of Holder Allocable Expenses and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders pay such Holder Allocable Expenses in connection herewithaccordance with Section 3.5, (bii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toafter the Closing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Pre-Closing Holders and (iii) in carrying out the provisions connection with a termination of this CVR Agreement applicable to Agreement, determine the HoldersHolder Damages, if any, and collect and distribute (and withhold from, if applicable) such Holder Damages in accordance with Section 10.3. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Pre-Closing Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Buyer, the Company or any Holder holder of Common Stock or Options, or any Termination Date Holder, with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that Representative while acting in good faith and in the Holder Representative will be liable for exercise of its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be takenreasonable judgment. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.5 or 10.3 and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.5 or 10.3, released from the Escrow Funds for the benefit of Pre-Closing Holders and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Pre-Closing Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken by event that the Holder Representative as determines, in its sole and absolute discretion, that the instruction and decision of each Holder in all matters applicable funds paid to the Holder referred Representative pursuant to herein. No Section 3.5 exceed the Holder shall have any cause Allocable Expenses, prior to the final release of action against Parentthe Escrow Funds, the Company Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement to the Pre-Closing Holders as Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or the Trustee for any action taken by ParentEscrow Agreement, in no event shall such excess amount become part of the Company Indemnification Escrow Funds or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, Adjustment Escrow Funds or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees become payable to the terms and conditions of this Section 10.1Buyer.

Authority and Rights of the Holder Representative; Limitations on Liability. (a) The Holder Representative shall have such powers and authority as are necessary to carry out the functions, on behalf of the Holders, functions assigned to it under this CVR Agreement; provided, however, that the Holder Representative shall have no obligation to actact on behalf of the Holders, except as expressly provided herein. Without limiting the generality of the foregoing, each Holder agrees that the Holder Representative has shall have full power, authority and discretion, on behalf of each Holder and his, her or its successors and assigns, discretion to (ai) interpret expend Holder Allocable Expenses, and (ii) after the terms and provisions of this CVR Agreement and the documents to be executed and delivered by the Holders in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given by it under this CVR Agreement, (c) receive service of process in connection with any claims under this CVR Agreement or any document or agreement contemplated to be executed or delivered in connection with this CVR Agreement, (d) agree toClosing, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders and awards of arbitrators with respect amendments to such claims, and take all actions necessary or appropriate in the judgement of the Holder Representative for the accomplishment of the foregoing (e) give and receive notices and communications as provided under this CVR Agreement and (f) take all actions necessary or appropriate in the judgment of the Holder Representative Escrow Agreement for and on behalf of the Holders in carrying out the provisions of this CVR Agreement applicable to the Holders. All actions taken by the Holder Representative under this CVR Agreement shall be binding upon the Holders and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall, in its capacity as such, shall have no liability to Acquiror, the Company or any Holder with respect to actions taken or omitted to be taken in their its capacity as the Holder Representative, except that the Holder Representative will be liable for its willful misconduct or actual fraud, as finally determined by a court of competent jurisdiction from which no further appeal may be taken. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, however, that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative is holding funds delivered to it under Section 3.5 of this Agreement and/or has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in responding to such direction or taking such action. At no cost to Parent, the Company or the Trustee, the The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and the Holders (including any permitted transferees) agree by their acceptance of the CVRs that the Holder Representative shall be entitled to (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 3.5 of this Agreement, released from the Adjustment Escrow Funds, the Indemnification Escrow Funds or the Special Indemnification Escrow Funds, as applicable, for the benefit of Holders and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses incurred or reasonably estimated to be incurredexpenses, disbursements and advances (including fees and disbursements of their its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and in the event of an Event of Default, and upon notice to the Trustee, such reimbursement shall be paid to the Holder Representative in accordance with Section 7.3 (it being understood that none of Parent, the Company or their respective Affiliates shall be responsible for such reimbursement). The Holder Representative shall be entitled to indemnification from the Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims. Parent and In the Company shall be able to rely conclusively (without liability) on any instructions given and actions taken event that the Holder Allocable Expenses exceed the amount actually incurred by the Holder Representative in its capacity as such upon the instruction final release of the Indemnification Escrow Funds, such excess amount shall be distributed to the Escrow Agent and decision of the Escrow Agent shall pay to each Holder an amount in all matters cash equal to (i) the balance of such excess, multiplied by (ii) such Holder’s Escrow Percentage, less any applicable to the Holder referred to herein. No Holder shall have any cause of action against Parent, the Company or the Trustee for any action taken by Parent, the Company or the Trustee in reliance upon the written instructions or decisions of the Holder Representative, or otherwise on account of payments or distributions made by or on behalf of Parent or the Trustee in accordance with the instructions of the Holder Representative. Each Holder by accepting the CVR, including any permitted transferee, acknowledges and agrees to the terms and conditions of this Section 10.1withholding.