Common use of Company Representative Clause in Contracts

Company Representative. (a) Each Company Shareholder, by approval of the Merger, Recapitalization and/or this Agreement, on behalf of itself and its successors and assigns, shall appoint a Company Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 are irrevocable and coupled with an interest. The Company Representative xxxxxx accepts its appointment and authorization as the Company Representative under this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative shall not be liable for any act done or omitted under any Company Representative Document as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 shall survive the Closing and continue indefinitely. (d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

Company Representative. (a) Each By executing and delivering a Letter of Transmittal to Parent, each Company Shareholder, by approval of Stockholder shall be deemed to irrevocably constitute and appoint the Merger, Recapitalization and/or this Agreement, on behalf of itself and its successors and assigns, shall appoint a Company Representative, Representative as each such PersonCompany Stockholder’s agent, attorney-in-fact and representativeagent in connection with the transactions contemplated by this Agreement. This power is irrevocable and coupled with an interest, with and shall not be affected by the death, incapacity, illness or other inability to act of any Company Stockholder. Each Company Stockholder shall be deemed to have irrevocably granted the Company Representative full power of substitution to act in the name, place and stead of such Person, to act authority on behalf of such Person from and after the Closing in connection with: Company Stockholder, including, but not limited, to: (i) controlling execute and making any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amendeddeliver, and to do or refrain from doing all such further acts and thingsaccept delivery of, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will may be taken in the same manner with respect to all Company Shareholders unless otherwise agreed deemed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable sole discretion, deems necessary to be appropriate to consummate the transactions contemplated by this Agreement or advisable in any other Transaction Document; (ii) certify as to the performance accuracy of its duties as the representations and warranties of the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expensesof such Company Stockholder under, including fees of brokers, attorneys and accountants incurred or pursuant to the transactions contemplated herebyterms of, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any deliver such Persons under any Company Representative Documentdocuments, including giving and receiving all notices and communications hereunder instruments, certificates or thereunder agreements contemplated by this Agreement on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf ofStockholder; (iii) (A) dispute or refrain from disputing any claim made by Parent, and for the benefit ofSubco under this Agreement; (B) negotiate and compromise any dispute that may arise under, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors to exercise or refrain from exercising any remedies available under, this Agreement and assigns. All decisions (C) execute any settlement agreement, release or other document with respect to such dispute or remedy; (iv) give or agree to any and actions all consents, waivers, amendments or modifications deemed by the Company Representative, including in its sole discretion, to be necessary or appropriate under this Agreement, any agreement between Letter of Transmittal or in connection with the Distribution Instructions, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith. (v) enforce any claim against the Parent and Subco arising under this Agreement; (vi) engage attorneys, accountants, agents and other third parties at the expense of the Company Representative and the SPAC RepresentativeStockholders, shall be binding upon each Company Shareholder and his, her as expressly permitted under this Agreement or its respective successors and assignsanother Transaction Document; (vii) exercise all rights of, and neither they nor take all actions that may be taken by, the Company Stockholders or any other Party shall have the right of them hereunder; and (viii) give such instructions and to object, dissent, protest take such action or otherwise contest the same. The provisions of this Section 10.17 are irrevocable and coupled with an interest. The Company Representative xxxxxx accepts its appointment and authorization refrain from taking such action as the Company Representative under deems, in his sole discretion, necessary or appropriate to carry out the provisions of, and to consummate the transactions contemplated by, this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative shall not be liable for any act done or omitted under any Company Representative Document hereunder as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. The Company Stockholders shall (and after the Closing SPAC and indemnify the Company shall jointly and severally) indemnify, defend Representative and hold the Company Representative harmless from and against any and all Losses loss, liability or expense incurred without gross negligence, bad faith negligence or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Documenthereunder, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. This indemnification shall survive termination of this Agreement. A decision, act, consent or instruction of the Company Representative, including an amendment, extension or waiver of this Agreement, shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Representative; and the Exchange Agent and Parent may rely upon any such decision, act, consent or instruction of the Company Representative as being the decision, act, consent or instruction of the Company Stockholders. The Company Representative may in all questions arising under this Agreement seek advice of legal counsel, and for anything done, omitted or suffered in good faith by the Company Representative in accordance with such advice, the Company Representative shall not be liable to any Company Stockholders. The Exchange Agent and Parent are hereby relieved from any liability to any person for any decision, act, consent or instruction of the Company Representative. (c) In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith to any Company Stockholder for any indirect, Damages that are punitive, special or consequential damagesspeculative. (d) Without limiting in any way any other provision of this Agreement, the Company Representative is authorized to, without limitation, engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement and the transactions contemplated hereby or thereby as the Company Representative may in his sole discretion deem appropriate. The Company Representative shall be fully protected entitled to reimbursement of all expenses incurred in relying upon any written noticeconnection with its duties as Company Representative hereunder from the Company Stockholders in proportion to the Pro Rata Share. If a Company Stockholder shall default in his, demand, certificate her or document that it in good faith believes its obligations to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on reimburse the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have be entitled to withhold from distribution to the right at any time and from time defaulting Company Stockholders an amount equal to time to select and engagesuch defaulted obligation. (e) In the performance of its duties hereunder, at the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary shall be entitled to (i) rely upon any document or appropriate from time instrument reasonably believed to timebe genuine, accurate as to content and signed by any Company Stockholder or any party hereunder and (ii) assume that any person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. (f) Notwithstanding any other provision herein to the contrary, the Parent and all of its Affiliates shall be able to rely conclusively on the instructions and decisions of the Company Representative as to any matter requiring action or decision by Company or the Company Stockholders under this Agreement or in connection with the Distribution Instructions, notwithstanding any dispute or disagreement among the Company Stockholders, without any liability to, or obligation to inquire of, any Company Stockholders, and notwithstanding any knowledge on the part of the Parent and Subco of any such dispute or disagreement. Company and the Company Stockholders shall not have any cause of action against the Parent or any of its Affiliates for any action taken by the Parent in reliance upon the instructions or decisions of the Company Representative. All actions, decisions and instructions of the indemnitiesCompany Representative shall be conclusive and binding upon Company and the Company Stockholders and, immunitiesin the absence of Fraud or intentional misconduct, releases and powers granted neither Company nor the Company Stockholders shall have any right to object, dissent, protest or otherwise contest the same or have any cause of action against the Company Representative for any action taken, decision made or instruction given by the Company Representative under this Section 10.17 shall survive Agreement, the Closing and continue indefinitelyDistribution Instructions or any other agreement or instrument contemplated hereby. (dg) If Each Company Stockholder shall be deemed to have agreed that: (i) notice to the Company Representative, delivered in the manner provided herein, shall be deemed to be notice to each Company Stockholder for the purposes of this Agreement; (ii) the authority of the Company Representative, as described in this Agreement, shall be effective until the rights and obligations of the Company Representative under this Agreement shall terminate by virtue of the termination of any and all rights and obligations of such Company Stockholder to the Parent and all of its Affiliates under this Agreement; (iii) if the Company Representative is removed, resigns or otherwise ceases to function in his capacity as such for any reason whatsoever, and if no successor is appointed by a majority-in-interest of the Company Stockholders based on their Pro Rata Portion within thirty (30) days of such removal, resignation or otherwise, then the Parent and Subco shall have the right to appoint a Company Representative to serve as described in this Agreement (who shall be a Company Stockholder) and, under such circumstances, the Parent and Subco and the Exchange Agent shall be entitled to rely on all actions taken by such Company Representative; and (iv) the Company Representative shall dienot be liable to any Company Stockholder for Damages with respect to any action taken or any omission by the Company Representative pursuant to this Section 8.4, become disabledin connection with or arising from the Distribution Instructions or any other Transaction Document, dissolveexcept to the extent such Damages are caused by the Company Representative’s gross negligence or willful misconduct. (h) Each Company Stockholder shall be deemed to have agreed that, resign notwithstanding the foregoing, at the request of the Parent and Subco, he/she/it shall take all actions necessary or otherwise be unable or unwilling appropriate to fulfill consummate the transactions contemplated by this Agreement (including, without limitation, delivery of his/her/its responsibilities as representative and agent shares of Company ShareholdersStock and/or the Letter of Transmittal contemplated by this Agreement and acceptance of the consideration payable pursuant to this Agreement at Closing) individually on his/her/its own behalf. As a condition to receipt of each Company Stockholder’s Pro Rata Portion of the Stock Consideration and the Milestone Consideration, then each Company Stockholder shall execute and deliver to the Parent and its transfer agent the Letter of Transmittal, duly endorsed. (i) Any claim, action, suit or other proceeding, whether at law or in equity, to enforce any right, benefit or remedy granted to Company Stockholders under this Agreement shall be asserted, brought, prosecuted, or maintained only by the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent on behalf of the Company Shareholders holding Stockholders. Any claim, action, suit or other proceedings, either at law or in equity, to enforce any right, benefit or remedy granted under this Agreement, including, without limitation, any right of indemnification provided in this Agreement, may be asserted, brought, prosecuted or maintained by the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, Parent or Subco against the Company Stockholder by service of process on the Company Representative and without the SPAC necessity of serving process on, or otherwise joining or naming any other Company Stockholder as a defendant in writing such action, suit or other proceeding. With respect to any matter contemplated by this Section, a Company Stockholder shall be bound by any determination in favor of or against the identity Company Representative or the terms of such successor. Any such successor so appointed any settlement or release to which the Company Representative shall become the “Company Representative” for purposes of this Agreementa party.

Company Representative. (a) Each Company ShareholderStockholder, by approval delivery of the Merger, Recapitalization and/or this Agreementa Letter of Transmittal, on behalf of itself and its successors and assigns, shall appoint a hereby irrevocably constitutes and appoints Jxxxxxx X. Xxxxx, in its capacity as the Company Representative, as each such Person’s agent, the true and lawful agent and attorney-in-fact and representative, of such Persons with full power powers of substitution to act in the name, place and stead of such Person, thereof with respect to act the performance on behalf of such Person from under the terms and after the Closing in connection with: (i) controlling and making any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any and the Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Company Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents Documents, including: (i) controlling and making any determinations with respect to the Earnouts under Section 1.9; (ii) terminating, amending or waiving on behalf of such Person any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders Stockholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders Stockholders unless otherwise agreed by each Company Shareholder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders Stockholders under this Agreement and to distribute the same to the Company ShareholdersStockholders in accordance with their Pro Rata Share; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assignsPerson. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder Stockholder and his, her or its their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 10.15 are irrevocable and coupled with an interest. The Company Representative xxxxxx hxxxxx accepts its appointment and authorization as the Company Representative under this Agreement. (b) Any other Person, including the SPAC Purchaser Representative, the SPAC Purchaser and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders Stockholders under any Company Representative Documents. The SPAC Purchaser Representative, the SPAC Purchaser and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder Stockholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Purchaser Representative, the SPAC Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Company Representative. The Purchaser Representative, the Purchaser and the Company shall not have any Liability to any Company Shareholder Stockholder for any allocation or distribution among the Company Shareholders Stockholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder Stockholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company ShareholderStockholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder Stockholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder Stockholder shall be made by the Company Representative (except for a notice under Section 10.17(d10.15(d) of the replacement of the Company Representative). (c) The Company Representative will act for the Company Stockholders on all of the matters set forth in this Agreement in the manner the Company Representative believes to be in the best interest of the Company Stockholders, but the Company Representative will not be responsible to the Company Stockholders for any losses that any Company Stockholder may suffer by reason of the performance by the Company Representative of the Company Representative’s duties under this Agreement, other than losses arising from the bad faith, gross negligence or willful misconduct by the Company Representative in the performance of its duties under this Agreement. From and after the Closing, the Company Stockholders shall jointly and severally indemnify, defend and hold the Company Representative harmless from and against any and all losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall not be liable for any act done or omitted under any Company Representative Document as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the reasonable cost and expense of the CompanyCompany Stockholders, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Company Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 10.15 shall survive the Closing and continue indefinitely. (d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company ShareholdersStockholders, then the Company Shareholders Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent Consent of the Company Shareholders Stockholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company Purchaser Representative and the SPAC Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

Company Representative. (a) Each Company Shareholder, by approval of the MergerCompany Stockholders has designated Xxxxx Xxxxxxxx as the initial agent, Recapitalization and/or this Agreement, on behalf of itself and its successors and assigns, shall appoint a Company Representative, as each such Person’s agentproxy, attorney-in-fact and representative, with full power of substitution to act in representative (the name, place and stead “Company Representative”) of such Person, Company Stockholder to act on behalf of such Person from Company Stockholders for purposes of taking all necessary actions and making all decisions with respect to matters related to this Agreement and the Escrow Agreement as may be required after the Closing in connection with: (i) controlling Date, including, without limitation, consenting to amendments to this Agreement and making any determinations the Escrow Agreement; giving and receiving notices and instructions hereunder and thereunder; granting waivers and giving consents and approvals hereunder and thereunder; agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders of courts with respect to the achievementclaims for indemnification; litigating, vesting arbitrating, resolving, settling or forfeiture of the Earnout Shares under Section 1.2compromising any claim for indemnification; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents and making those determinations hereunder and thereunder that are specifically reserved to which the Company Representative is a party or otherwise has rights by the terms hereof and thereof. If such Person ceases to serve in such capacity (together with this Agreementcapacity, for any reason, the “Company Representative Documents”)(or, as following the same may be from time to time amendedClosing, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any those members of the transactions contemplated under board of directors of Parent who were members of the Company Representative Documents (provided, that any such action, if material to the rights and obligations board of directors of the Company Shareholders in prior to the reasonable judgment of Closing) shall appoint a successor to the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); . (iiib) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each all of the Company Shareholder and his, her or its respective successors and assignsStockholders, and neither they nor any other Party no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 are irrevocable and coupled with an interest. The Company Representative xxxxxx accepts its appointment and authorization as the Company Representative under this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC Parent and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Surviving Company shall be entitled able to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no party hereunder or any Company Shareholder Stockholder shall have any cause of action against the SPAC Representative, SPAC Parent or the Company. The SPAC Representative, the SPAC and the Surviving Company shall not have any Liability to any Company Shareholder for any allocation action taken or distribution among omitted to be taken in reliance upon the Company Shareholders by the Company Representative of payments made to written instructions or at the direction decisions of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative provisions of this Section 1.18 are independent and severable, are irrevocable and coupled with an interest sufficient in law to support an irrevocable power, shall not be liable for any act done survive the death, incompetency, disability, merger, consolidation, liquidation, bankruptcy, insolvency or omitted under dissolution of any Company Representative Document as the Company Representative while acting in good faith and without willful misconduct or gross negligenceStockholder, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The enforceable notwithstanding any rights or remedies that any Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or Stockholder may have in connection with the acceptance or administration transactions contemplated by this Agreement. The provisions of this Section 1.18 shall be binding upon the heirs, legal representatives, successors and assigns of each Company Stockholder, and any references in this Agreement to a Company Stockholder shall mean and include the successors to the rights of the Company Representative’s duties under any Company Representative DocumentStockholder hereunder, including whether pursuant to testamentary disposition, the reasonable out-of-pocket fees laws of descent and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder distribution or in connection herewith for any indirect, punitive, special or consequential damagesotherwise. The Company Representative shall be fully protected in relying upon (i) have no liability to Parent, the Surviving Company, or any written noticeSubsidiary or Affiliate of the foregoing, demand, certificate or document that it in good faith believes any equityholder of any of the foregoing (including any Company Stockholder) with respect to actions taken or omitted to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative taken in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, capacity as the Company Representative may deem necessary Representative, and (ii) be entitled to indemnification by Parent against any loss, liability, or appropriate from time expenses arising out of actions taken or omitted to time. All of the indemnities, immunities, releases and powers granted to be taken in its capacity as the Company Representative under this Section 10.17 shall survive the Closing and continue indefinitely. (d) If the Representative. The Company Representative shall die, become disabled, dissolve, resign or otherwise is intended to be unable or unwilling the “Representative” referred to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Escrow Agreement.

Company Representative. (a) Each The Company Shareholderhereby initially appoints HM Capital Partners LLC (together with its permitted successors, by approval the “Company Representative”), as of the Merger, Recapitalization and/or this Agreement, Effective Time to: (i) give and receive notices and communications (on behalf of itself or any other Company Indemnified Party) to or from Parent, the Surviving Corporation and its successors and assigns, shall appoint a Company Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act Parent Representative (on behalf of such Person from and after himself or any other Parent Indemnified Party) and/or the Closing in connection with: (i) controlling and making Escrow Agent relating to this Agreement, the Escrow Agreement or any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2transactions and other matters contemplated hereby or thereby; (ii) terminatingauthorize deliveries (including by means of not objecting to claims) to Parent (including for further issuance to the Former Company Stockholders) of shares of Parent Common Stock from the Indemnity Escrow Shares and instruct Parent to release Company Indemnity Shares; (iii) provide notice of any Company Claims or object to any Parent Claims pursuant to Section 9.5; (iv) consent or agree to, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreementnegotiate, the “Company Representative Documents”), as the same may be from time to time amendedenter into settlements and compromises of, and agree to do or refrain from doing all mediation and comply with orders of courts and awards of mediators with respect to, such further acts Parent Claims; (v) assert, negotiate, enter into settlements and thingscompromises of, and agree to execute mediation and comply with orders of courts and awards of mediators with respect to, any Company Claim; and (vi) take all such documents on behalf of such Person, if any, as the Seller Representative will deem actions necessary or appropriate in connection with any the judgment of the transactions contemplated under the Company Representative Documents (providedfor the accomplishment of the foregoing, that in each case without having to seek or obtain the consent of any such action, if material to Person under any circumstance. The Person serving as the rights and obligations Company Representative may be replaced upon its dissolution or resignation by a majority of the Company Shareholders in the reasonable judgment Designees. No bond shall be required of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and shall receive no compensation for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 are irrevocable and coupled with an interestservices. The Company Representative xxxxxx accepts its appointment and authorization as the Company Representative under this Agreementhereunder. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative shall not be liable to any Person for any act done or omitted under any Company Representative Document hereunder as the Company Representative while acting in good faith and without willful misconduct except for such acts or omissions that constitute gross negligence, and any act done negligence or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall be fully protected reimbursed for reasonable expenses incurred in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, duties (including the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense reasonable fees of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 shall survive the Closing and continue indefinitely. (d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Sharescounsel), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed fees shall become the “Company Representative” for purposes of this Agreementbe paid by Parent.

Company Representative. (a) Each The Company Shareholder, by approval of has irrevocably appointed Grexxxx X. Xxxxxxx xx act as the Merger, Recapitalization and/or this Agreement, sole and exclusive representative (the "Company Representative") to make all decisions and determinations on behalf of itself and its successors and assignsthe Company under this Agreement that the Company Representative may deem necessary or appropriate. Without limiting the generality of the immediately preceding sentence, shall appoint a the Company RepresentativeRepresentative may, as each such Person’s agentin his sole good faith discretion, attorney-in-fact and representativeobject to, with full power settle or compromise any Notice of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making Damages made by Buyer under this Agreement or any determinations dispute with respect to the achievement, vesting Adjustment Amount or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents Purchase Price Adjustment and authorize payments to which be made with respect thereto. All action taken by the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each the Company Shareholder and his, her or its respective successors as if expressly confirmed and assignsratified in writing by the Company, and neither they nor any other Party the Company shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 are irrevocable All actions, decisions and coupled with an interest. The Company Representative xxxxxx accepts its appointment and authorization as the Company Representative under this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions instructions of the Company Representative as the acts of shall be conclusive and binding upon the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall not have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of any action taken, decision made or instruction given by such Company ShareholderRepresentative under or with respect to this Escrow Agreement or the Asset Purchase Agreement, and any notices so made shall discharge in full all notice requirements of the other parties hereto except for gross negligence or thereto to willful misconduct by such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Representative. (b) The Company Representative will be entitled to reimbursement of reasonable costs and expenses (except for a notice including reasonable attorneys' fees and arbitration costs) incurred by him or her in connection with the performance of his or her services and functions under Section 10.17(d) of or relating to this Agreement and/or the replacement of Asset Purchase Agreement (the Company Representative"Expenses"). (c) The Company Representative Representative, or any successor to him hereafter appointed, may resign and shall not be liable for any act done or omitted under any discharged of his duties hereunder upon the appointment of a successor Company Representative Document as by the Company Representative while acting in good faith and without willful misconduct Company. In case of the resignation or gross negligence, and any the death or inability to act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained appointed by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder Company, or in connection herewith for any indirectof his successors, punitive, special or consequential damages. The Company Representative a successor shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on named by the Company Representative in the foregoing mannerCompany. In connection with the performance of its rights and obligations hereunder, the Each such successor Company Representative shall have the right at any time power, authority, rights and from time to time to select and engage, at privileges hereby conferred upon the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the original Company Representative may deem necessary or appropriate from time succeeded by him, and the term "Company Representative" as used herein shall be deemed to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 shall survive the Closing and continue indefinitely. (d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint include a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

Company Representative. (a) Each Company Shareholder, by approval hereby designates Xxxxxxx Xxxxx to represent the interests of the MergerRSU Indemnitors for the purposes of: (i) after the Closing, Recapitalization and/or giving, receiving and forwarding notices and communications pursuant to this Agreement, (ii) taking any actions relating to claims to indemnify, hold harmless or reimburse any indemnified party pursuant to this Agreement, (iii) after the Closing, giving or agreeing to, on behalf of itself the Company Stockholders, any and its successors all consents, waivers, amendments, or modifications deemed by the Company Representative, in his discretion, to be necessary or appropriate under this Agreement and assignsthe execution or delivery of any documents that may be necessary or appropriate in connection therewith, (iv) taking all other actions contemplated for the Company Representative in this Agreement, (v) after the Closing, receiving payments under or pursuant to this Agreement, and (vi) engaging or appointing any agents (including attorneys, accountants and consultants) to assist the Company Representative in complying with the Company Representative's duties and obligations pursuant to this Agreement (such designee and any successor, the "Company Representative"). If such Person ceases to serve in such capacity, for any reason, those members of the Board of Directors of Company who were directors of the Company prior to the Closing shall appoint as a successor a Person who was a former stockholder or director of Company or such other Person as such members shall designate. Parent shall be entitled to deal exclusively with the Company Representative on all matters relating to Article VI and Article VII of this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Contingent Right Holder or by the Company Representative, and on any other action taken or purported to be taken on behalf of any Contingent Right Holder or by the Company Representative, as each being fully binding upon such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in . Any decision or action by the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations Company Representative with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents those matters as to which the Company Representative is has authority hereunder, shall constitute a party decision or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing action of all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner Contingent Right Holders with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material such matter and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be final, binding and conclusive upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party such Person. No Contingent Right Holder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The provisions of this Section 10.17 2.5 are independent and severable, are irrevocable and coupled with an interest. The Company Representative xxxxxx accepts its appointment and authorization as the Company Representative under this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative shall not be liable for terminated by any act done or omitted under any Company Representative Document as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder one or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense more stockholders of the Company, attorneysor by operation of Law, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 shall survive the Closing and continue indefinitely. (d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation whether by death or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

Company Representative. (a) Each Company Shareholder, by approval of the Merger, Recapitalization and/or By approving this Agreement, on behalf of itself the Company Securityholders hereby irrevocably make, constitute and its successors and assignsappoint Rxxxxxx X. Xxxxxx, shall appoint a Xx. (the “Company Representative, ”) as each such Person’s agent, their true and lawful attorney-in-fact and representative, with full power of substitution to act in do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the nameconsummation of the transactions contemplated by this Agreement, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection withincluding but not limited to: (i) controlling and making any determinations with respect make all decisions relating to the achievement, vesting or forfeiture determination of the Earnout Shares under Section 1.2Actual Closing Date Working Capital Amount; (ii) terminatingmake all decisions relating to the distribution of any amounts payable or distributable to the Company Securityholders hereunder; (iii) execution of the Escrow Agreement and any other document required by this Agreement; (iv) receipt of payments hereunder and under the Escrow Agreement and the disbursement thereof to the Company Securityholders and others; (v) receipt and forwarding of notices and communications pursuant to this Agreement and the Escrow Agreement; (vi) administration of this Agreement and the Escrow Agreement, amending including the resolution of any dispute or waiving claim, (vii) the resolution, settlement or compromise of any claim for indemnification asserted against a Company Securityholder pursuant to Section 8.2(a), and (viii) asserting, on behalf of such Person any provisions of this Agreement or any Ancillary Documents to which the Company Representative Securityholders, claims for indemnification under Section 8.3 and resolving, settling or compromising all such claims. (b) In the event that the Company Representative, with the advice of counsel, is a party of the opinion that he requires further authorization or otherwise has rights in such capacity (together with advice from the Company Securityholders on any matters concerning this Agreement, the “Company Representative Documents”), as the same may shall be from time entitled to time amended, and to do or refrain from doing all seek such further acts authorization from the Company Securityholders prior to acting on their behalf. In such event, each Company Securityholder shall have a number of votes equal to the number of shares of Common Stock owned by that Company Securityholder on the Closing Date and things, and to execute all such documents on behalf the authorization of a majority of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any number of the transactions contemplated under the Company Representative Documents (provided, that any such action, if material to the rights and obligations shares shall be binding on all of the Company Shareholders in Securityholders and shall constitute the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions authorization by the Company Representative, including any agreement between the Company Representative Securityholders. (c) Parent and the SPAC Representative, Escrow Agent shall be binding upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 are irrevocable and coupled fully protected in dealing with an interest. The Company Representative xxxxxx accepts its appointment and authorization as the Company Representative under this Agreement and may rely upon the authority of the Company Representative to act as the agent of the Company Securityholders. Any payment by Parent or Merger Sub, or both, to the Company Representative under this Agreement shall be considered a payment by Parent and Merger Sub to the Company Securityholders. The appointment of the Company Representative is coupled with an interest and shall be irrevocable by any Company Securityholder in any manner or for any reason. This power of attorney shall not be affected by the disability or incapacity of the principal pursuant to any applicable Law. (d) If at any time there is more than one Company Representative, any act of the Company Representative shall require the act of a majority of the Company Representatives. Any Company Representative may resign from his or her capacity as a Company Representative at any time by written notice delivered to the other Company Representative, if any, and to Parent. If there is a vacancy at any time in any of the positions of Company Representative for any reason, the remaining Company Representative may act with full power and authority until such time as the remaining Company Representative shall select a successor to fill such vacancy. If at any time there is no person acting as a Company Representative for any reason, the Company Securityholders shall select a Company Representative. Each Company Securityholder shall have a number of votes equal to the number of shares of Common Stock owned by that Company Securityholder on the Closing Date and the authorization of a majority of such number of such shares shall be binding on all of the Company Securityholders and shall constitute the authorization by the Company Securityholders. (e) The Company Representative acknowledges that he has carefully read and understands this Agreement, hereby accepts such appointment and designation, and represents that he will act in his capacity as a Company Representative in strict compliance with and conformance to the provisions of this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (cf) The Company Representative shall not be liable to Parent, Merger Sub, the Company Securityholders or the Escrow Agent for any error of judgment, or any act done or step taken or omitted under any Company Representative Document as the Company Representative while acting by him in good faith and without willful misconduct or gross negligencefor any mistake in fact or Law, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnifyfor anything that he may do or refrain from doing in connection with this Agreement, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, except for his own bad faith or willful misconduct on misconduct. The Company Representative may seek the part advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or his duties hereunder, and he shall incur no liability to Parent, Merger Sub, the Company Securityholders or the Escrow Agent and shall be fully protected with respect to any action taken, omitted or suffered by him in good faith in accordance with the opinion of such counsel. (g) Any expenses incurred by the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration performance of the Company Representative’s his duties under this Agreement (including any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event ) shall not be the personal obligations of the Company Representative but shall be payable: (i) prior to the Effective Time, by the Company; and (ii) after the Effective Time, by the Company Securityholders, pro rata in accordance with their respective ownership of Common Stock (or Preferred Stock on an as converted basis) immediately prior to the Effective Time. (h) Each Company Securityholder agrees that the Transaction Expenses shall include the sum of $250,000 to be paid to the Company Representative and to be used by the Company Representative for the payment of all costs and expenses incurred by the Company Representative in such capacity be liable hereunder connection with the exercise by him of the authority granted to him herein (including reasonable attorney fees and expenses and the fees and expenses of any accountants or in connection herewith for any indirect, punitive, special or consequential damagesother professional advisors retained by the Company Representative). The Company Representative shall be fully protected in relying upon not disburse any written notice, demand, certificate or document that it in good faith believes portion of such sum to be genuine, including facsimiles or copies thereofany Company Securityholder until the lapse of ten (10) Business Days after the determination of the Actual Closing Date Working Capital Amount, and no Person shall have any Liability for relying on thereafter may distribute to the Company Representative Securityholders, pro rata in accordance with their respective ownership of Common Stock (or Preferred Stock on an as converted basis) immediately prior to the foregoing manner. In connection with the performance Effective Time, such portion of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, sum as the Company Representative may deem necessary reasonably determines not to be needed for the payment of such costs and expenses. Any portion of such sum remaining after the final resolution of all claims asserted against, or appropriate from time to time. All of asserted by or on behalf of, the indemnities, immunities, releases Company Securityholders hereunder or under the Escrow Agreement and powers granted the final distribution to the Company Representative Securityholders of all monies that are or could be distributable to them hereunder or under this Section 10.17 the Escrow Agreement, shall survive the Closing and continue indefinitely. (d) If be distributed to the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities Securityholders as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding provided in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary SharesSection 2.8(c)(iv), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

Company Representative. (a) Each By executing and delivering a Letter of Transmittal to Parent, each Company Shareholder, by approval of Stockholder shall be deemed to irrevocably constitute and appoint the Merger, Recapitalization and/or this Agreement, on behalf of itself and its successors and assigns, shall appoint a Company Representative, Representative as each such PersonCompany Stockholder’s agent, attorney-in-fact and representativeagent in connection with the transactions contemplated by this Agreement. This power is irrevocable and coupled with an interest, with and shall not be affected by the death, incapacity, illness or other inability to act of any Company Stockholder. Each Company Stockholder shall be deemed to have irrevocably granted the Company Representative full power of substitution to act in the name, place and stead of such Person, to act authority on behalf of such Person from and after the Closing in connection with: Company Stockholder, including, but not limited, to: (i) controlling execute and making any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amendeddeliver, and to do or refrain from doing all such further acts and thingsaccept delivery of, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will may be taken in the same manner with respect to all Company Shareholders unless otherwise agreed deemed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable sole discretion, deems necessary to be appropriate to consummate the transactions contemplated by this Agreement or advisable in any other Transaction Document; (ii) certify as to the performance accuracy of its duties as the representations and warranties of the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expensesof such Company Stockholder under, including fees of brokers, attorneys and accountants incurred or pursuant to the transactions contemplated herebyterms of, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any deliver such Persons under any Company Representative Documentdocuments, including giving and receiving all notices and communications hereunder instruments, certificates or thereunder agreements contemplated by this Agreement on behalf of such Person provided, Company Stockholder; (iii) (A) dispute or refrain from disputing any claim made by Parent and Subco under this Agreement; (B) negotiate and compromise any dispute that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf ofmay arise under, and for the benefit ofto exercise or refrain from exercising any remedies available under, the pre-Merger Effective Time holders of Company Ordinary Shares this Agreement and their respective successors (C) execute any settlement agreement, release or other document with respect to such dispute or remedy; (iv) give or agree to any and assigns. All decisions and actions all consents, waivers, amendments or modifications deemed by the Company Representative, including in its sole discretion, to be necessary or appropriate under this Agreement, any agreement between Letter of Transmittal or in connection with the Distribution Instructions, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith. (v) enforce any claim against the Parent and Subco arising under this Agreement; (vi) engage attorneys, accountants, agents and other third parties at the expense of the Company Representative and the SPAC RepresentativeStockholders, shall be binding upon each Company Shareholder and his, her as expressly permitted under this Agreement or its respective successors and assignsanother Transaction Document; (vii) exercise all rights of, and neither they nor take all actions that may be taken by, the Company Stockholders or any other Party shall have the right of them hereunder; and (viii) give such instructions and to object, dissent, protest take such action or otherwise contest the same. The provisions of this Section 10.17 are irrevocable and coupled with an interest. The Company Representative xxxxxx accepts its appointment and authorization refrain from taking such action as the Company Representative under deems, in his sole discretion, necessary or appropriate to carry out the provisions of, and to consummate the transactions contemplated by, this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative shall not be liable for any act done or omitted under any Company Representative Document hereunder as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. The Company Stockholders shall (and after the Closing SPAC and indemnify the Company shall jointly and severally) indemnify, defend Representative and hold the Company Representative harmless from and against any and all Losses loss, liability or expense incurred without gross negligence, bad faith negligence or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Documenthereunder, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. This indemnification shall survive termination of this Agreement. A decision, act, consent or instruction of the Company Representative, including an amendment, extension or waiver of this Agreement, shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Representative; and the Exchange Agent and Parent may rely upon any such decision, act, consent or instruction of the Company Representative as being the decision, act, consent or instruction of the Company Stockholders. The Company Representative may in all questions arising under this Agreement seek advice of legal counsel, and for anything done, omitted or suffered in good faith by the Company Representative in accordance with such advice, the Company Representative shall not be liable to any Company Stockholders. The Exchange Agent and Parent are hereby relieved from any liability to any person for any decision, act, consent or instruction of the Company Representative. (c) In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith to any Company Stockholder for any indirect, Damages that are punitive, special or consequential damagesspeculative. (d) Without limiting in any way any other provision of this Agreement, the Company Representative is authorized to, without limitation, engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement and the transactions contemplated hereby or thereby as the Company Representative may in his sole discretion deem appropriate. The Company Representative shall be fully protected entitled to reimbursement of all expenses incurred in relying upon any written noticeconnection with its duties as Company Representative hereunder from the Company Stockholders in proportion to the Pro Rata Share. If a Company Stockholder shall default in his, demand, certificate her or document that it in good faith believes its obligations to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on reimburse the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have be entitled to withhold from distribution to the right at any time and from time defaulting Company Stockholders an amount equal to time to select and engagesuch defaulted obligation. (e) In the performance of its duties hereunder, at the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary shall be entitled to (i) rely upon any document or appropriate from time instrument reasonably believed to timebe genuine, accurate as to content and signed by any Company Stockholder or any party hereunder and (ii) assume that any person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. (f) Notwithstanding any other provision herein to the contrary, the Parent and all of its Affiliates shall be able to rely conclusively on the instructions and decisions of the Company Representative as to any matter requiring action or decision by Company or the Company Stockholders under this Agreement or in connection with the Distribution Instructions, notwithstanding any dispute or disagreement among the Company Stockholders, without any liability to, or obligation to inquire of, any Company Stockholders, and notwithstanding any knowledge on the part of the Parent and Subco of any such dispute or disagreement. Company and the Company Stockholders shall not have any cause of action against the Parent or any of its Affiliates for any action taken by the Parent in reliance upon the instructions or decisions of the Company Representative. All actions, decisions and instructions of the indemnitiesCompany Representative shall be conclusive and binding upon Company and the Company Stockholders and, immunitiesin the absence of Fraud or intentional misconduct, releases and powers granted neither Company nor the Company Stockholders shall have any right to object, dissent, protest or otherwise contest the same or have any cause of action against the Company Representative for any action taken, decision made or instruction given by the Company Representative under this Section 10.17 shall survive Agreement, the Closing and continue indefinitelyDistribution Instructions or any other agreement or instrument contemplated hereby. (dg) If Each Company Stockholder shall be deemed to have agreed that: (i) notice to the Company Representative, delivered in the manner provided herein, shall be deemed to be notice to each Company Stockholder for the purposes of this Agreement; (ii) the authority of the Company Representative, as described in this Agreement, shall be effective until the rights and obligations of the Company Representative under this Agreement shall terminate by virtue of the termination of any and all rights and obligations of such Company Stockholder to the Parent and all of its Affiliates under this Agreement; (iii) if the Company Representative is removed, resigns or otherwise ceases to function in his capacity as such for any reason whatsoever, and if no successor is appointed by a majority-in-interest of the Company Stockholders based on their Pro Rata Portion within thirty (30) days of such removal, resignation or otherwise, then the Parent and Subco shall have the right to appoint a Company Representative to serve as described in this Agreement (who shall be a Company Stockholder) and, under such circumstances, the Parent and Subco and the Exchange Agent shall be entitled to rely on all actions taken by such Company Representative; and (iv) the Company Representative shall dienot be liable to any Company Stockholder for Damages with respect to any action taken or any omission by the Company Representative pursuant to this Section 8.4, become disabledin connection with or arising from the Distribution Instructions or any other Transaction Document, dissolveexcept to the extent such Damages are caused by the Company Representative’s gross negligence or willful misconduct. (h) Each Company Stockholder shall be deemed to have agreed that, resign notwithstanding the foregoing, at the request of the Parent and Subco, he/she/it shall take all actions necessary or otherwise be unable or unwilling appropriate to fulfill consummate the transactions contemplated by this Agreement (including, without limitation, delivery of his/her/its responsibilities as representative and agent shares of Company ShareholdersStock and/or the Letter of Transmittal contemplated by this Agreement and acceptance of the consideration payable pursuant to this Agreement at Closing) individually on his/her/its own behalf. As a condition to receipt of each Company Stockholder’s Pro Rata Portion of the Stock Consideration and the Milestone Consideration, then each Company Stockholder shall execute and deliver to the Parent and its transfer agent the Letter of Transmittal, duly endorsed. (i) Any claim, action, suit or other proceeding, whether at law or in equity, to enforce any right, benefit or remedy granted to Company Stockholders under this Agreement shall be asserted, brought, prosecuted, or maintained only by the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent on behalf of the Company Shareholders holding Stockholders. Any claim, action, suit or other proceedings, either at law or in equity, to enforce any right, benefit or remedy granted under this Agreement, including, without limitation, any right of indemnification provided in this Agreement, may be asserted, brought, prosecuted or maintained by the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, Parent or Subco against the Company Stockholder by service of process on the Company Representative and without the SPAC necessity of serving process on, or otherwise joining or naming any other Company Stockholder as a defendant in writing such action, suit or other proceeding. With respect to any matter contemplated by this Section, a Company Stockholder shall be bound by any determination in favor of or against the identity Company Representative or the terms of such successor. Any such successor so appointed any settlement or release to which the Company Representative shall become the “Company Representative” for purposes of this Agreementa party.

Company Representative. (a) Each Company ShareholderThe Company, by approval execution and delivery of the Merger, Recapitalization and/or this Agreement, on behalf of itself hereby irrevocably constitutes and its successors and assignsappoints Hxxx Xxxx Xxxxx, shall appoint a in his capacity as the Company Representative, as each such Person’s agent, the agent and attorney-in-fact and representative, of Company with full power powers of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from the Company under the terms and after the Closing in connection with: (i) controlling and making any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any and the Ancillary Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Personthe Company, if any, as the Seller Company Representative will deem reasonably necessary or appropriate in connection with any of the transactions Transactions contemplated under the Company Representative Documents Documents, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article 7, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 7.16; (ii) acting on behalf of the Company under the Extension Escrow Agreement; (iii) terminating, amending or waiving on behalf of the Company any provision of any Company Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iiiiv) signing on behalf of such Person the Company any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (ivv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (vvi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders;; and (viiviii) otherwise enforcing the rights and obligations of any such Persons the Company under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assignsCompany. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each the Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 12.15 are irrevocable and coupled with an interest. The Company Representative xxxxxx hxxxxx accepts its appointment and authorization as the Company Representative under this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC The Purchaser Representative and the Company Purchaser may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC Purchaser Representative and the Company Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no the Company Shareholder shall not have any cause of action against the SPAC Representative, SPAC Purchaser Representative or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder Purchaser for any allocation reasonable action taken by any of them in reliance upon the instructions or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction decisions of the Company Representative. All notices or other communications required to be made or delivered to a the Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholderthe Company, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such the Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a the Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative will act for the Company on all of the matters set forth in this Agreement in the manner the Company Representative believes to be in the best interest of the Company, but the Company Representative will not be responsible to the Company for any Losses that the Company may suffer by reason of the performance by the Company Representative of the Company Representative’s duties under this Agreement, other than losses arising from the bad faith, gross negligence or willful misconduct by the Company Representative in the performance of its duties under this Agreement. From and after the End Date, the Company shall indemnify, defend and hold the Company Representative harmless from and against any and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall not be liable for any act done or omitted under any Company Representative Document as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the reasonable cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Company Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 12.15 shall survive the Closing End Date and continue indefinitely. (d) If The Person serving as the Company Representative shall die, become disabled, dissolve, may resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within upon ten (10) days after such deathdays’ prior written notice to Company, disabilitythe Purchaser and the Purchaser Representative, dissolutionprovided, resignation or other event, appoint that the Company Representative appoints in writing a replacement Company Representative. Each successor Company Representative (by vote or written consent shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares)Representative, and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the term “Company Representative” for purposes of this Agreementas used herein shall be deemed to include any such successor Company Representatives.

Company Representative. (a) Each By executing and delivering a Letter of Transmittal, each Securityholder shall have irrevocably authorized and appointed Company Shareholder, by approval of the Merger, Recapitalization and/or this Agreement, on behalf of itself and its successors and assigns, shall appoint a Company Representative, Representative as each such Person’s agent, representative and attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after its successors and assigns with respect to this Agreement and the Closing in connection with: Escrow Agreement and to take any and all actions and make any decisions required or permitted to be taken by Company Representative pursuant to this Agreement or the Escrow Agreement, including the exercise of the power to: (i) controlling give and making receive notices and communications; (ii) authorize delivery to Parent of Post-Closing Adjustment Escrow Shares from the Post-Closing Adjustment Escrow Shares Fund in satisfaction of any determinations amounts owed to Parent pursuant to Section 2.18; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.18; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VI (Tax Matters) and Article VIII (Indemnification); (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VIII (Indemnification); (vi) execute and deliver all documents necessary or desirable to carry out the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions intent of this Agreement and the Escrow Agreement; (vii) make all elections or decisions contemplated by this Agreement and the Escrow Agreement; (viii) engage, employ or appoint any Ancillary Documents agents or representatives (including attorneys, accountants and consultants) to which the assist Company Representative is a party or otherwise has rights in such capacity complying with its duties and obligations; and (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing ix) take all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem actions necessary or appropriate in connection with any the good faith judgment of Company Representative for the accomplishment of the transactions contemplated under the foregoing. Parent shall be entitled to deal exclusively with Company Representative Documents on all matters relating to this Agreement (provided, that including Article VIII) and the Escrow Agreement and shall be entitled to rely conclusively (without further evidence of any such action, if material kind whatsoever) on any document executed or purported to the rights and obligations be executed on behalf of the Company Shareholders in the reasonable judgment of the any Securityholder by Company Representative, will and on any other action taken or purported to be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Securityholder by Company Representative, in its reasonable discretion, deems necessary as being fully binding upon such Person. Notices or advisable in the performance of its duties as the communications to or from Company Representative and shall constitute notice to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion from each of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Securityholders. Any decision or action by Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representativehereunder, including any agreement between the Company Representative and Parent relating to the SPAC Representativedefense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Securityholders and shall be final, binding and conclusive upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party such Person. No Securityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The provisions of this Section 10.17 Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interestinterest and shall not be terminated by any act of any one or Securityholders, or by operation of Law, whether by death or other event. The Company Representative xxxxxx accepts its appointment and authorization as Notice to the Company Representative under this AgreementRepresentative, delivered in the manner provided in Section 10.05, will be deemed to be notice to all Securityholders and their respective successors and assigns. (b) Any other PersonThe Company Representative may resign at any time, including and may be removed for any reason or no reason by the SPAC vote or written consent of a majority in interest of the Securityholders according to each Securityholder’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Company Representative resign or be removed without the Majority Holders having first appointed a new Company Representative who shall assume such duties immediately upon the resignation or removal of Company Representative. In the event of the death, incapacity, resignation or removal of Company Representative, a new Company Representative shall be appointed by the SPAC vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Company Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub 1, Merger Sub 2 and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Surviving Company shall be entitled to rely conclusively on the instructions decisions and decisions actions of the prior Company Representative as to (idescribed in Section 10.02(a) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative)above. (c) The Company Representative shall not be liable to the Securityholders for any act done actions taken pursuant to this Agreement or omitted under any Company Representative Document as the Company Representative while acting in good faith and without willful Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or gross negligence, and bad faith (it being understood that any act done or omitted pursuant to the advice of counsel counsel, accountants and other professionals and experts retained by Company Representative shall be conclusive evidence of such good faith). The Company Securityholders shall severally and not jointly (and after the Closing SPAC and the Company shall jointly and severally) in accordance with their Pro Rata Shares), indemnify, defend and hold the harmless Company Representative harmless from and against against, compensate it for, reimburse it for and pay any and all Losses incurred without losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Company Representative under this Agreement and the Escrow Agreement (the “Company Representative Losses”), in each case as such Company Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Company Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith or willful misconduct on the part of the Company Representative, Company Representative (in its capacity as such) and arising out shall reimburse the Securityholders the amount of or in connection with the acceptance or administration of the Company Representative’s duties under any such indemnified Company Representative DocumentLoss attributable to such gross negligence, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder fraud, intentional misconduct or in connection herewith for any indirect, punitive, special or consequential damagesbad faith. The Company Representative Losses shall be fully protected satisfied by the Securityholders, severally and not jointly (in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection accordance with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 shall survive the Closing and continue indefinitely. (d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a their Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.

Company Representative. (a) Each Company Shareholder, by approval hereby designates Vxxxx Xxxxx to represent the interests of the MergerCompany Indemnitees for the purposes of: (i) after the Closing, Recapitalization and/or giving, receiving and forwarding notices and communications pursuant to this Agreement, (ii) taking any actions relating to claims to indemnify, hold harmless or reimburse any indemnified party pursuant to this Agreement, (iii) after the Closing, giving or agreeing to, on behalf of itself the Company shareholders, any and its successors all consents, waivers, amendments, or modifications deemed by the Company Representative, in his discretion, to be necessary or appropriate under this Agreement and assignsthe execution or delivery of any documents that may be necessary or appropriate in connection therewith, (iv) taking all other actions contemplated for the Company Representative in this Agreement, including any actions as may be required in connection with the issuance of the Additional Parent Shares, (v) after the Closing, receiving payments under or pursuant to this Agreement, and (vi) engaging or appointing any agents (including attorneys, accountants and consultants) to assist the Company Representative in complying with the Company Representative’s duties and obligations pursuant to this Agreement (such designee and any successor, the “Company Representative”). If such Person ceases to serve in such capacity, for any reason, those members of the Board of Directors of Parent who were directors of the Company prior to the Closing shall appoint as a successor a Person who was a former shareholder of Company or such other Person as such members shall designate. Parent shall be entitled to deal exclusively with the Company Representative on all matters relating to Article VI and Article VII of this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any shareholder of the Company or by the Company Representative, and on any other action taken or purported to be taken on behalf of any shareholder of the Company or by the Company Representative, as each being fully binding upon such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in . Any decision or action by the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations Company Representative with respect to the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary Documents those matters as to which the Company Representative is has authority hereunder, shall constitute a party decision or otherwise has rights in such capacity (together with this Agreement, the “Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing action of all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents (provided, that any such action, if material to the rights and obligations stockholders of the Company Shareholders in the reasonable judgment with respect to such matter and shall be final, binding and conclusive upon each such Person. No stockholder of the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The provisions of this Section 10.17 2.3(c), are independent and severable, are irrevocable and coupled with an interest. The Company Representative xxxxxx accepts its appointment and authorization as the Company Representative under this Agreement. (b) Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative, SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative (except for a notice under Section 10.17(d) of the replacement of the Company Representative). (c) The Company Representative shall not be liable for terminated by any act done or omitted under any Company Representative Document as the Company Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document, including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall the Company Representative in such capacity be liable hereunder one or in connection herewith for any indirect, punitive, special or consequential damages. The Company Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company Representative shall have the right at any time and from time to time to select and engage, at the cost and expense more stockholders of the Company, attorneysor by operation of Law, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17 shall survive the Closing and continue indefinitely. (d) If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation whether by death or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes of this Agreement.