Common use of Purchasers’ Representative Clause in Contracts

Purchasers’ Representative. By the execution and delivery of this Agreement, each of the Purchasers hereby irrevocably constitutes and appoints the Purchasers Representative as the true and lawful agent and attorney-in-fact of the Purchasers with full power of substitution to act in the name, place and stead of the Purchasers in accordance with the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers include, without limitation, the following: (i) to act on behalf of the Purchasers in any litigation or arbitration involving this Agreement, any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after the Closing); (ii) to act for the Purchasers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claims on behalf of the Purchasers; (iii) to execute and deliver all ancillary agreements, certificates and documents, and any amendments or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; and (iv) to amend or modify this Agreement and to do or refrain from doing any further act or deed on behalf of the Purchasers that the Purchasers Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Purchasers could do if personally present. (b) The appointment of the Purchasers Representative shall be deemed coupled with an interest and shall be irrevocable, and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in all matters referred to herein. (c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENT. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.

Purchasers’ Representative. By the execution and delivery of Except as otherwise provided in this AgreementSection 12.7, each of the Purchasers KSL II Management Operations, LLC is hereby irrevocably constitutes and appoints the Purchasers Representative appointed as the true representative of Purchaser under this Agreement ("Purchaser's Representative"), and lawful shall act as exclusive agent and attorney-in-fact of the Purchasers with full power of substitution to act in the name, place and stead of the Purchasers in accordance with the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers include, without limitation, the following: (i) to act on behalf of Purchaser with respect to any and all matters, claims controversies, or disputes arising out of the Purchasers in any litigation or arbitration involving terms of this Agreement, any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after the Closing); (ii) to act for the Purchasers with regard to matters pertaining to indemnification referred to in this Agreement, including . Purchaser's Representative shall have the power to compromise take any indemnity claims on behalf of the Purchasers; (iii) to execute and deliver all ancillary agreements, certificates and documents, and any amendments or modifications thereto, that the Purchasers actions which Purchaser's Representative deems believes are necessary or appropriate or in connection with the consummation best interests of the transactions contemplated by this Agreement; and (iv) to amend or modify this Agreement and to do or refrain from doing any further act or deed on behalf of the Purchasers that the Purchasers Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement Purchaser, as fully and completely as the Purchasers could do if personally present. (b) The appointment of the Purchasers Representative shall be deemed coupled Purchaser was acting on its own behalf with an interest and shall be irrevocable, and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in respect to all matters referred concerning Purchaser following the Closing Date, including with respect to herein. (ci) The Purchasers Representative shall act all claims for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations indemnification under this Agreement, but and (ii) the Purchasers resolution of all matters related to the purchase price adjustment under Article II, and Purchaser's Representative may take any action, or no action, in connection therewith as Purchaser's Representative may deem appropriate as effectively as could act itself, including the settlement or compromise of any dispute or controversy; provided that this Agreement shall not be responsible amended, waived or modified without the consent of each party hereto. The authority granted hereunder is deemed to be coupled with an interest. To the Purchasers extent Purchaser's Representative is permitted to take action pursuant to this Section 12.7, Sellers shall have the right to rely on any actions taken or omitted to be taken by Purchaser's Representative as being the act or omission of Purchaser, without the need for any loss inquiry, and any such actions or damages that the Purchasers may suffer by the performance omissions shall be binding upon Purchaser. Purchaser's Representative shall incur no liability or expense as a result of the Purchasers Representativeany action taken in good faith hereunder, including any legal fees and expenses. Notwithstanding anything in the foregoing, the provisions of this Section 1.4 to the contrary, the Purchasers Representative 12.7 shall not take apply to any actions related claim for indemnification against Purchaser pursuant to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; providedSection 10.4(b), however, that the Purchasers Representative which claim shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENTdefended solely by Purchaser. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.

Purchasers’ Representative. (a) By the execution and delivery of this Agreement, each of the Purchasers hereby irrevocably constitutes and appoints the Purchasers Representative as the true and lawful agent and attorney-in-fact of the Purchasers with full power of substitution to act in the name, place and stead of the Purchasers in accordance with the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers include, without limitation, the following: (i) to act on behalf of the Purchasers in any litigation or arbitration involving this Agreement, any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after the Closing); (ii) to act for the Purchasers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claims on behalf of the Purchasers; (iii) to execute and deliver all ancillary agreements, certificates and documents, and any amendments or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; and (iv) to amend or modify this Agreement and to do or refrain from doing any further act or deed on behalf of the Purchasers that the Purchasers Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Purchasers could do if personally present. (b) The appointment of the Purchasers Representative shall be deemed coupled with an interest and shall be irrevocable, and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in all matters referred to herein. (c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' ’ FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENT. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.

Purchasers’ Representative. By (a) Each Purchaser, by the execution and delivery of this Agreement, each hereby consents and agrees to the appointment of Heartland Industrial Partners, L.P. as the Purchasers’ representative (the “Purchasers’ Representative”) for purposes of all matters expressly set forth in this Agreement to be performed by the Purchasers’ Representative, including but not limited to the execution and delivery of the Purchasers Company Voting Agreement, it being understood that the Purchasers’ Representative will not have any obligations as Purchasers’ Representative from and after the Closing. All decisions of the Purchasers’ Representative may be relied upon by any third person, and shall be binding and conclusive upon each Purchaser. Each Purchaser hereby irrevocably constitutes and appoints the Purchasers Representative Purchasers’ Representative, including any replacement of any such Purchasers’ Representative, as the true and lawful agent and attorney-in-fact of the Purchasers and agent for such Purchaser with full power of substitution and authority to act execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the nameprovisions of this Agreement. Purchasers shall, place based on the number of Shares allocated to each Purchaser, be responsible for the payment of all fees and stead of expenses as reasonably incurred by the Purchasers Purchasers’ Representative in accordance with the terms and provisions set forth in performing its duties under this Agreement (and only the “PR Expenses”) promptly after the Purchasers’ Representative’s written request therefor. If a Purchaser shall default in this Agreement). Such powers include, without limitation, the following: (i) its obligation to act on behalf timely pay its pro rata portion of the PR Expenses to the Purchasers’ Representative (the “Defaulting Purchaser”), such defaulted obligation shall be shared pro rata by all non-defaulting Purchasers, based on the number of Shares allocated to each non-defaulting Purchaser. The Purchasers’ Representative may be removed at any time upon the written election of Purchasers in (other than the Purchasers’ Representative and its affiliates) who hold at least 80% of the aggregate Shares (excluding the Shares held by the Purchasers’ Representative and its affiliates); provided that Purchasers elect a replacement Purchasers’ Representative and the Company is given prompt written notice of such replacement by the Purchasers’ Representative. The Purchasers’ Representative may also resign at any litigation or arbitration involving this Agreementtime upon thirty days prior written notice to the Company and, promptly following any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior tosuch resignation, at or after the Closing); (ii) Purchasers agree to act for the Purchasers with regard use their commercially reasonable efforts to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claims on behalf appoint a new Purchasers’ Representative by written consent of 80% of the Purchasers; . The Purchasers shall severally (iiibased on the number of Shares allocated to each Purchaser) to execute indemnify the Purchasers’ Representative and deliver hold the Purchasers’ Representative harmless against any and all ancillary agreementsloss, certificates liability, or expense incurred and documents, and any amendments arising out of or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation acceptance or administration of the transactions contemplated by duties of the Purchasers’ Representative hereunder (the “Losses”). The provisions of this Agreement; and (iv) to amend or modify Section shall survive the termination of this Agreement and to do the resignation or refrain from doing any further act or deed on behalf removal of the Purchasers that the Purchasers Purchasers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Purchasers could do if personally present. (b) The appointment of the Purchasers Representative shall be deemed coupled with an interest and shall be irrevocable, and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in all matters referred to herein. (c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENTreason. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.

Purchasers’ Representative. By the execution and delivery of this Agreement, each of the Purchasers hereby irrevocably constitutes and appoints the Purchasers 22.1 The Purchasers' Representative as the true and lawful agent and attorney-in-fact of the Purchasers with full power of substitution to act in the name, place and stead of the Purchasers in accordance with the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers include, without limitation, the following: (i) shall be authorised to act on behalf of the Purchasers in any litigation or arbitration involving this Agreement, any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after for purposes of exercising and implementing the Closing); (ii) to act for the Purchasers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claims on behalf of the Purchasers; (iii) to execute and deliver all ancillary agreements, certificates and documentsCall Option, and any amendments or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; and (iv) shall be authorised to amend or modify this Agreement and to do or refrain from doing any further act or deed take such action on behalf of the Purchasers that and to exercise such rights, remedies, powers and discretions as are delegated by the Purchasers Representative deems necessary or appropriate in its sole discretion relating Call Option Holders to the subject matter Purchasers' Representatives in terms of this Agreement or from time to time hereafter, together with such powers and discretions as fully and completely as the Purchasers could do if personally presentare reasonably incidental thereto. (b) The appointment 22.2 For purposes of the Purchasers aforegoing - 22.2.1 the giving of a Call Option Notice to the Grantee by the Purchasers' Representative shall constitute due notice by the named Call Option Holders in the Call Option Notice to the Grantee; and 22.2.2 the giving of any written consent, approval, indulgence or the like by the Purchasers' Representative shall constitute the giving of such consent, approval, indulgence or the like by the relevant Call Option Holders; and 22.2.3 the Grantee shall be entitled to rely on any document purportedly delivered or signed by the Purchasers' Representative and it shall not be necessary to prove the appointment, designation and authority of the Purchasers' Representative. 22.3 The Call Option Holders may from time to time, by way of notice in writing to the Grantee, signed by a majority in number of the Call Option Holders, nominate any Call Option Holder to be the Purchasers' Representative for purposes of this Agreement. If at any time there is no appointed Purchasers' Representative, any reference in this Agreement to the Purchasers' Representative shall be deemed coupled with an interest and shall to be irrevocable, and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of a reference to all the Purchasers Representative in all matters referred to hereinjointly. (c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENT. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.

Purchasers’ Representative. By (a) Each Purchaser, by the execution and delivery of this Agreement, each hereby consents and agrees to the appointment of Heartland Industrial Partners, L.P. as the Purchasers’ representative (the “Purchasers’ Representative”) for purposes of all matters expressly set forth in this Agreement to be performed by the Purchasers’ Representative, including but not limited to the execution and delivery of the Purchasers Company Voting Agreement, it being understood that the Purchasers' Representative will not have any obligations as Purchasers’ Representative from and after the Closing. All decisions of the Purchasers’ Representative may be relied upon by any third person, and shall be binding and conclusive upon each Purchaser. Each Purchaser hereby irrevocably constitutes and appoints the Purchasers Representative Purchasers’ Representative, including any replacement of any such Purchasers’ Representative, as the true and lawful agent and attorney-in-fact of the Purchasers and agent for such Purchaser with full power of substitution and authority to act execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the nameprovisions of this Agreement. Purchasers shall, place based on the number of Shares allocated to each Purchaser, be responsible for the payment of all fees and stead of expenses as reasonably incurred by the Purchasers Purchasers’ Representative in accordance with the terms and provisions set forth in performing its duties under this Agreement (and only the “PR Expenses”) promptly after the Purchasers’ Representative’s written request therefor. If a Purchaser shall default in this Agreement). Such powers include, without limitation, the following: (i) its obligation to act on behalf timely pay its pro rata portion of the PR Expenses to the Purchasers’ Representative (the “Defaulting Purchaser”), such defaulted obligation shall be shared pro rata by all non-defaulting Purchasers, based on the number of Shares allocated to each non-defaulting Purchaser. The Purchasers’ Representative may be removed at any time upon the written election of Purchasers in (other than the Purchasers' Representative and its affiliates) who hold at least 80% of the aggregate Shares (excluding the Shares held by the Purchasers' Representative and its affiliates); provided that Purchasers elect a replacement Purchasers’ Representative and the Company is given prompt written notice of such replacement by the Purchasers’ Representative. The Purchasers’ Representative may also resign at any litigation or arbitration involving this Agreementtime upon thirty days prior written notice to the Company and, promptly following any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior tosuch resignation, at or after the Closing); (ii) Purchasers agree to act for the Purchasers with regard use their commercially reasonable efforts to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claims on behalf appoint a new Purchasers’ Representative by written consent of 80% of the Purchasers; . The Purchasers shall severally (iiibased on the number of Shares allocated to each Purchaser) to execute indemnify the Purchasers’ Representative and deliver hold the Purchasers’ Representative harmless against any and all ancillary agreementsloss, certificates liability, or expense incurred and documents, and any amendments arising out of or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation acceptance or administration of the transactions contemplated by duties of the Purchasers’ Representative hereunder (the “Losses”). The provisions of this Agreement; and (iv) to amend or modify Section shall survive the termination of this Agreement and to do the resignation or refrain from doing any further act or deed on behalf removal of the Purchasers that the Purchasers Purchasers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Purchasers could do if personally present. (b) The appointment of the Purchasers Representative shall be deemed coupled with an interest and shall be irrevocable, and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in all matters referred to herein. (c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENTreason. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.

Purchasers’ Representative. By the execution and delivery of this Agreement, each (i) Each of the Purchasers hereby irrevocably constitutes and appoints RP (the Purchasers Representative "Purchasers' Representative") as the true and lawful such Purchaser's agent and attorney-in-fact to take any action required or permitted to be taken by such Purchaser under the terms of this Agreement, including, without limiting the generality of the Purchasers with full power of substitution to act in the name, place and stead of the Purchasers in accordance with the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers include, without limitationforegoing, the following: (i) giving and receipt of any notices to act be delivered or received by or on behalf of the Purchasers in any litigation or arbitration involving this Agreement, any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after the Closing); (ii) to act for the Purchasers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claims on behalf all of the Purchasers; (iii) , the payment of expenses relating to execute and deliver all ancillary agreements, certificates and documents, and any amendments or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; and, the representation of the Purchasers in indemnification proceedings hereunder, and the right to waive, modify or amend any of the terms of this Agreement, and agrees to be bound by any and all actions taken by such agent on such Purchaser's behalf. Each Purchaser further agrees that the Purchasers' Representative, its agents, general partners and representatives, shall be fully indemnified by the other Purchasers to the fullest extent permitted by law for damages arising out of the Purchasers' Representative's actions or omissions in such capacity. Each Purchaser hereby acknowledges that the foregoing indemnity shall be applicable to all claims, liabilities, losses, damages or expenses that have resulted from or are alleged to have resulted from the active or passive, or the sole, joint or concurrent, ordinary negligence of the Purchasers' Representative. (ii) The Stockholders shall be entitled to rely exclusively upon any communications or writings given or executed by the Purchasers' Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Purchasers' Representative. The Stockholders shall be entitled to disregard any notices or communications given or made by the Purchasers unless given or made through the Purchasers' Representative. (iii) Subsequent to the Closing Date, in the event of the inability of the Purchasers' Representative to perform its functions hereunder, the former Purchasers shall promptly appoint a new agent or agents as attorney-in-fact or attorneys-in-fact, and such appointment or appointments shall be deemed to have been made when communicated to the Stockholders' Representative in writing signed by the Purchasers (or the personal representatives thereof) owning at least 51% of the Common Stock of the Company purchased by the Purchasers on the date hereof. If the Purchasers do not within fifteen days appoint a new agent or agents, then the former Purchaser then living or existing who owns the greatest number of shares of Common Stock of the Company shall serve as Purchasers' Representative if he or it is able and willing to do so, until a successor agent or agents shall have been appointed in accordance with the provisions hereof. (iv) to amend or modify this Agreement The manner and to do or refrain from doing form by which the Purchasers shall decide upon any further act or deed on behalf new agent and attorney-in-fact shall be decided solely by the Purchasers owning 51% of the shares of Common Stock of the Company purchased by the Purchasers on the date hereof. The Purchasers recognize, and hereby acknowledge, that the Purchasers Purchasers' Representative deems necessary or appropriate has an interest in its sole discretion relating to the subject matter of this Agreement as fully and completely that the appointment of such Purchasers' Representative (which shall include any successor Purchasers' Representative) as the Purchasers could do if personally presentPurchasers' Representative constitutes an irrevocable power-of-attorney coupled with an interest." 12. Capitalized terms used but not defined herein shall have the same meanings as set forth in the Agreement. (b) The appointment 13. All terms and conditions of the Agreement, as amended hereby, remain in full force and effect. The Stockholders and the Purchasers Representative ratify and confirm the Agreement and each of the schedules, appendices and/or exhibits thereto as amended hereby. 14. This First Amendment may be executed in one or more counterparts, or facsimiles thereof, each of which shall be deemed coupled with an interest and original, but all of which together shall be irrevocable, constitute one and the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in all matters referred to hereinsame instrument. (c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENT. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.

Purchasers’ Representative. By (a) Each Purchaser hereby consents to (i) the execution and delivery appointment of this Agreement, each of the Purchasers hereby irrevocably constitutes and appoints the Purchasers Representative GSO Capital Partners LP as the true Purchasers’ Representative hereunder and lawful agent and as the attorney-in-fact for and on behalf of such Purchaser, and (ii) the Purchasers taking by the Purchasers’ Representative of any and all actions and the making of any decisions required or permitted by, or with full power of substitution respect to act in the name, place and stead of the Purchasers in accordance with the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers includethe transactions contemplated hereby, including, without limitation, (A) the following: (i) to act on behalf exercise of the Purchasers in any litigation or arbitration involving this Agreement, any Transaction Document or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after the Closing); (ii) to act for the Purchasers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise agree to execute any indemnity claims on behalf consents under this Agreement and (B) to take all actions necessary in the judgment of the Purchasers; (iii) to execute ’ Representative for the accomplishment of the foregoing and deliver all ancillary agreementsof the other terms, certificates conditions and documents, limitations of this Agreement and any amendments or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; and (iv) to amend or modify this Agreement and to do or refrain from doing any further act or deed on behalf of the Purchasers that the Purchasers Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Purchasers could do if personally presenthereby. (b) The appointment of the Purchasers Representative Each Purchaser shall be deemed coupled with an interest and shall be irrevocablebound by the actions taken by the Purchasers’ Representative exercising the rights granted to it by this Agreement, and the Company and shall be entitled to rely on any other Person may conclusively and absolutely rely, without inquiry, upon any such action or decision of the Purchasers Representative in all matters referred to hereinPurchasers’ Representative. (c) The Purchasers If the Purchasers’ Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes resign or otherwise be unable to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contraryfulfill its responsibilities hereunder, the Purchasers shall appoint a new Purchasers’ Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative shall be entitled to any benefits specifically set forth in this Agreement (including, but not limited to, the Break-up Fee, if applicable, soon as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate reasonably practicable by written consent of the Purchasers Representative shall enter the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENT. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Conversion Shares (which shall elect be determined assuming conversion of all Purchased Shares) by sending notice and a successor Purchasers Representativecopy of the duly executed written consent appointing such new Purchasers’ Representative to the Company. The parties have caused this Subscription Agreement to be executed as of the date first written above. By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Chief Financial Officer and Executive Vice President SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory By: GSO Capital Partners LP, who shall remain its investment advisor By: GSO Capital Partners LP, its Investment Manager By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory Title: Authorized Signatory By: GSO Capital Partners LP, its investment advisor By: GSO Capital Partners LP, its Investment Manager By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory Title: Authorized Signatory By: GSO Capital Partners LP, as Investment Manager By: GSO Cactus Credit Opportunities Associates LLC, its general partner By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory Title: Authorized Signatory By: GSO Capital Partners LP, its Investment Manager By: GSO Capital Partners LP as Attorney-in-Fact By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory Title: Authorized Signatory SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT 1. The following capitalized terms have the Purchasers Representative until his, her or its resignation.meanings indicated:

Purchasers’ Representative. By 1.1 Each Purchaser hereby appoints Purchaser 1 as its representative (the execution and delivery of this Agreement, each of the Purchasers hereby irrevocably constitutes and appoints the Purchasers Representative as the true and lawful agent and attorney-in-fact of the Purchasers with full power of substitution “Purchasers’ Representative”) to act in its name or on their behalf for all purposes under the name, place Transaction Documents in connection with the sale and stead purchase of the Purchasers in accordance with Assets, including for the terms and provisions set forth in this Agreement (and only in this Agreement). Such powers include, without limitation, the followingpurposes of: (ia) to act on behalf taking any and all actions and decisions that may be necessary or desirable, as determined by the Purchasers’ Representative in its sole discretion in connection with the sale and purchase of the Purchasers in Assets pursuant to the Transaction Documents (including agreeing or consenting to any litigation matter which requires the agreement or arbitration involving this Agreement, any Transaction Document consent of some or any instrument or agreement executed in connection herewith or therewith (whether prior to, at or after all of the ClosingPurchasers); (iib) receiving, holding and delivering to act for the Purchasers Sellers the various completion deliverables described pursuant to Part 2 of Schedule 2; (c) varying, amending or waiving any provisions of this agreement, provided that any variation, amendment or waiver does not materially and disproportionately extend or increase the liability of any Purchaser without such Purchaser’s prior consent; (d) acting with regard to matters pertaining to indemnification referred to all claims in this Agreementrespect of any Transaction Document, including the power to acknowledge responsibility for any such claim and the power to compromise any indemnity claims on behalf of the Purchasers; (iii) to execute and deliver all ancillary agreements, certificates and documents, and any amendments or modifications thereto, that the Purchasers Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreementsuch claim; and (ive) receiving all demands, notices or other communications directed to amend or modify this Agreement such Purchaser pursuant to any Transaction Document and to do or refrain from doing any further act or deed on behalf of which the Purchasers that the Purchasers Purchasers’ Representative deems necessary or appropriate in its sole discretion relating to be necessary or appropriate. 1.2 In the event of the incapacity of the Purchasers’ Representative, the Purchasers agree to appoint, by simple majority vote (with the prior written consent of Sellers’ Representative), a successor within the five (5) day period immediately following the date of such incapacity, so that (to the subject matter of extent practicable) there shall always be a Purchasers’ Representative while obligations under this Agreement as fully and completely as the Purchasers could do if personally present. (b) agreement remain outstanding or there remains potential liability for any Purchaser under this agreement. The appointment of the Purchasers a successor Purchasers’ Representative pursuant to this Clause 33.2 shall be deemed coupled promptly notified to the Sellers’ Representative by the Purchasers. 1.3 The Purchasers agree that the other Parties may rely on the provisions of this Clause 33 in dealing with an interest and shall be irrevocable, and the Company and Purchasers’ Representative acting on behalf of any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Purchasers Representative in all matters referred to hereinPurchaser. (c) The Purchasers Representative shall act for the Purchasers on all matters set forth in this Agreement in the manner that the Purchasers Representative believes to be in the bests interests of the Purchasers and consistent with the obligations under this Agreement, but the Purchasers Representative shall not be responsible to the Purchasers for any loss or damages that the Purchasers may suffer by the performance of the Purchasers Representative. Notwithstanding anything in this Section 1.4 to the contrary, the Purchasers Representative shall not take any actions related to its duties hereunder that would result in a benefit to the Purchasers Representative (in its capacity as a Purchaser) without providing the same benefit to the other Purchasers; provided, however, that the Purchasers Representative Each Party shall be entitled to presume that any benefits specifically successor or stand-in Purchasers’ Representative whose appointment is notified to it has agreed to and is authorised by the Purchasers to act as Purchasers’ Representative upon the terms and conditions and with the rights and powers set forth out in this Agreement Clause 33. 1.5 Other than in the case of fraud (includingor a fraudulent misrepresentation) by the Purchasers’ Representative, but not limited toeach Purchaser hereby irrevocably and unconditionally undertakes at all times to indemnify and keep indemnified the applicable Purchasers’ Representative against any actions, proceedings, claims, costs, expenses and liabilities whatsoever arising from the Break-up Fee, if applicable, as provided in Section 9.3 hereof, expense reimbursement, as provided in Section 10.1 hereof, and the Closing Fee, as provided in Section 10.2 hereof) and an Affiliate exercise or purported exercise of the Purchasers powers conferred or purported to be conferred to the Purchasers’ Representative shall enter pursuant to the Management Services Agreement with the Company, as provided in Section 10.2 hereof. EACH PURCHASER HEREBY AGREES SEVERALLY AND JOINTLY TO INDEMNIFY THE PURCHASERS REPRESENTATIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, DEMANDS, CLAIMS, ACTIONS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST OR INCURRED AS A RESULT OF, ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY ACTS OR OMISSIONS OF THE PURCHASERS REPRESENTATIVE OR ANY ITS OFFICERS, EMPLOYEES, AFFILIATES, CONTROLLING PERSONS, AGENTS OR REPRESENTATIVES OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS PURSUANT TO THIS AGREEMENTprovisions of this Clause 33. (d) The Purchasers Representative shall remain the Purchasers Representative hereunder until its resignation. Upon such resignation, the holders of a majority of the then outstanding Shares shall elect a successor Purchasers Representative, who shall remain the Purchasers Representative until his, her or its resignation.