Common use of Authority of the Equityholder Representative Clause in Contracts

Authority of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, irrevocably granted the Equityholder Representative full power and authority: (i) to execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by the Equityholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, (ii) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, and matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration, (iii) to acknowledge receipt of the Equityholder Representative Payment by the Equityholder Representative, (iv) to (A) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement, (B) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement, and (C) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy, (v) to waive, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any closing condition contained in Article VI and to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all consents, waivers, amendments or modifications, deemed by the Equityholder Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith, (vi) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement, (vii) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any dispute arising under this Agreement; (viii) to receive the Equityholder Representative Payment (together with any interest or other earnings thereon, the “Equityholder Representative Fund”) as a fund for the payment of all costs and expenses incurred by or on behalf of the Equityholder Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that the Equityholder Representative’s retention of any amounts in the Equityholder Representative Fund will not be used as evidence that Equityholders have any obligation hereunder, (ix) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement, and (x) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as the Equityholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any other Transaction Document. Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83

Authority of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, irrevocably granted the Equityholder Representative full power and authority: (i) to execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by the Equityholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, (ii) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, and matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration, (iii) to acknowledge receipt of the Equityholder Representative Payment by the Equityholder Representative, (iv) to (A) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement, (B) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement, and (C) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy, (v) to waive, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any closing condition contained in Article VI and to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all consents, waivers, amendments or modifications, deemed by the Equityholder Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith, (vi) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement, (vii) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any dispute arising under this Agreement; (viii) to receive the Equityholder Representative Payment (together with any interest or other earnings thereon, the “Equityholder Representative Fund”) as a fund for the payment of all costs and expenses incurred by or on behalf of the Equityholder Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that the Equityholder Representative’s retention of any amounts in the Equityholder Representative Fund will not be used as evidence that Equityholders have any obligation hereunder, (ix) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement, and (x) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as the Equityholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any other Transaction Document. Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83.

Authority of the Equityholder Representative. Each Equityholder, upon execution of a Letter of Transmittal shall be deemed to have, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, irrevocably granted the Equityholder Representative full power and authority: (i) to execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by the Equityholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, (ii) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, and matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration, (iii) to acknowledge receipt of the Equityholder Representative Payment by the Equityholder Representative, (iv) to (A) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement, (B) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement, and (C) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy, (v) to waive, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any closing condition contained in Article VI and to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all consents, waivers, amendments or modifications, deemed by the Equityholder Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith, (vi) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement, (vii) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any dispute arising under this Agreement; (viii) to receive the Equityholder Representative Payment (together with any interest or other earnings thereon, the “Equityholder Representative Fund”) as a fund for the payment of all costs and expenses incurred by or on behalf of the Equityholder Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that the Equityholder Representative’s retention of any amounts in the Equityholder Representative Fund will not be used as evidence that Equityholders have any obligation hereunder, (ix) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement, and (x) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as the Equityholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any other Transaction Document. Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83157437977.10