Common use of Seller Representative Clause in Contracts

Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderShareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxIxx Xxx Xxxx Xxxx, in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to whether the post-Closing Merger Consideration adjustments Earnout Milestones have been achieved and Earnout Shares are to be issued under Section 1.151.13; (iiiii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Shareholders unless otherwise agreed by each Company Security Holder Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iviii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viv) incurring and paying reasonable 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 claimtransaction, whether incurred prior or subsequent to Closing; (viivi) receiving all or any portion of the consideration provided to the Company Security Holders Shareholders under this Agreement and to distribute the same to the Company Security Holders Shareholders in accordance with their Pro Rata Share; and (viiivii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser SPAC Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Shareholder and 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 10.15 10.18 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderSeller hereby appoints, by delivery of a Letter of Transmittal, on behalf of itself authorizes and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity as empowers the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution Representative to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under Seller in connection with this Agreement and the terms other Ancillary Agreements in the capacity as his or her agent and attorney in fact with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, including: (i) execution of any documents and certificates pursuant to this Agreement, (ii) receipt of notices and communications pursuant to this Agreement and the Ancillary Agreements, (iii) the post-Closing administration of the provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyEscrow Agreement, as the same may be from time to time amended(iv) giving or agreeing to, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Personthe Sellers, if anyany and all consents, as waivers, amendments or modifications deemed by the Seller Representative will deem Representative, in his sole discretion, to be necessary or appropriate under this Agreement or the Escrow Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a partytherewith, including: and (iiv) managing(A) negotiating and compromising, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VISeller, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute that may arise under, and exercising or remedy arising refraining from exercising any remedies available under this Agreement or any Ancillary Documents Agreement, and (B) executing on behalf of each Seller any settlement agreement, release or other document with respect to which such dispute or remedy. Notwithstanding the foregoing (i) the Seller Representative is may not take any action adverse to a party; (v) employing and obtaining Seller without the advice written consent of legal counsel, accountants and other professional advisors as the such Seller Representative, in its reasonable discretion, deems necessary or advisable unless such action applies to all Sellers in the performance of its duties as same fashion and (ii) the Seller Representative and to Buyer may rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions action taken by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter this Agreement, each of Transmittal, the Sellers on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxShareholder Representative Services LLC, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons the Sellers with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person following the Closing under the terms and provisions of this Agreement and the Ancillary Documents Agreements to which the Seller Representative is a party, 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 PersonPerson following the Closing, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents Agreements to which the Seller Representative is a party, including, solely in each case, following the Closing: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material determinations and taking all actions on their behalf relating to the rights and obligations achievement of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner Earnout Shares under Section 2.6 and any disputes with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature)thereto; (ivii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under Section 2.6 of this Agreement or any Ancillary Documents Agreements to which the Seller Representative is a party; (viii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viiv) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated herebyTransactions, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claimTransactions, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viiiv) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents Agreements to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each of the Company Security Holder Stockholders and their respective successors and assigns, and neither they nor any other Party shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 11.14 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxHxxxxx Gang Hao, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person Seller under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 PersonSeller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an a Seller Indemnified Party or Seller Indemnifying Party any indemnification claims by or against any of them under Article VIVIII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.48.5; (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the Earn-Out Payments under Article II and any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable sole discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata ShareShares; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser OSN Representative, the Purchaser, Pubco Purchaser or any other Indemnified Party or Purchaser Indemnifying Party relating to the defense or settlement of any claims for which an a Seller Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VIVIII or for which a Purchaser Indemnifying Party may be required to indemnify a Seller Indemnified Party pursuant to Article VIII, shall be binding upon each Company Security Holder the Sellers and their respective successors and assigns, and neither they nor any other Party shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 12.14 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxLi Jingping, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person Seller under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 PersonSeller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an a Seller Indemnified Party or Seller Indemnifying Party any indemnification claims by or against any of them under Article VIVIII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.48.5; (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the Earn-Out Payments under Article II and any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable sole discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata ShareShares; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser DT Representative, the Purchaser, Pubco Purchaser or any other Purchaser Indemnified Party or Purchaser Indemnifying Party relating to the defense or settlement of any claims for which an a Seller Indemnifying Party may be required to indemnify an a Purchaser Indemnified Party pursuant to Article VIVIII or for which a Purchaser Indemnifying Party may be required to indemnify a Seller Indemnified Party pursuant to Article VIII, shall be binding upon each Company Security Holder the Sellers and their respective successors and assigns, and neither they nor any other Party shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 12.14 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.13; (iiiii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iviii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viv) incurring and paying reasonable 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 Closingtransaction; (viivi) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiivii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, Representative and the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 9.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.. 63

Seller Representative. (a) Each Company Security HolderSeller Party hereby authorizes, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes directs and appoints Xxxxx Xxxxxxx, in his capacity Xxxx as the Seller RepresentativeRepresentative to act as its sole and exclusive agent, as the true and lawful agent and attorney-in-fact of such Persons and representative, with full powers power of substitution regarding any matter relating to act in or arising after the namedate hereof under this Agreement, place including determining, giving and stead of thereof with respect receiving notices and processes hereunder, entering into any contracts and delivering any documents required and contesting and settling any and all claims or disputes under Sections 1.3(c), 1.5 and for indemnification under Article 7 hereof, resolving any other disputes hereunder, performing the duties assigned to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyxxxxxxxxx, as the same may be from time to time amendedmaking, executing, acknowledging and to do or refrain from doing delivering all such further acts and thingsother agreements, and to execute all such documents on behalf of such Personguarantees, if anyorders, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyreceipts, including: (i) managingendorsements, controllingnotices, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VIrequests, including controllinginstructions, defendingcertificates, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants letters and other professional advisors as writings, and, in general, doing any and all things and taking any and all action that the Seller Representative, in its reasonable sole and absolute discretion, deems may consider necessary or advisable proper or convenient in connection with or to carry out the performance of its duties transactions contemplated by this Agreement, and all other Transaction Documents and to engage and employ agents and representatives and to incur such other expenses as the Seller Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Seller Representative shall have the sole and exclusive right on behalf of any Seller Party to take any action or provide any waiver or receive any notice, in each case with respect to any claims or disputes under Sections 1.3(c), 1.5 and for indemnification under Article 7 and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expensessettle any claim or controversy arising with respect thereto. Any such actions taken, including fees exercises of brokersrights, attorneys and accountants incurred pursuant to the transactions contemplated herebypower or authority, and any other reasonable fees and expenses allocable decision or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions determination made by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be absolutely and irrevocably binding upon on each Company Security Holder and their respective successors and assignsSeller Party as if such Seller Party had taken such action, exercised such right, power or authority or made such decision or determination in such Seller Party’s individual capacity, and neither they nor any other no Seller Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions Except to the extent this Agreement obligates any Seller Party to take action following the Closing, any action required to be taken by the Seller Parties hereunder after the date of this Section 10.15 are irrevocable and coupled with an interest. The Agreement or any action which the Seller Representative xxxxxx accepts its appointment and authorization as Parties, at their election, have the right to take hereunder after the date of this Agreement, shall be taken only by the Seller Representative under this Agreementand no Seller Party acting on such Seller Party’s own shall be entitled to take any such action.

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxChuanliu Ni, in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 PersonSeller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party Indemnitor any indemnification claims by or against any of them under Article VIVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.47.4; (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the determination of the Adjustment Amount and the adjustment to the number of Exchange Shares under Section 1.5 and any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) 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 out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata ShareShares; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Purchaser or any other Indemnified Party Indemnitee relating to the defense or settlement of any indemnification claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VIVII, shall be binding upon each Company Security Holder the Sellers and 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 10.15 11.14 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.Agreement 66

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxDozy Mmobousi, in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4(a); (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Purchaser or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 9.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxCxxxxxxxxxx Xxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15‎1.12; (iiiii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iviii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viv) incurring and paying reasonable 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; (viivi) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiivii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, or the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, Purchaser shall be binding upon each Company Security Holder Stockholder and 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 10.15 ‎9.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.. 71

Seller Representative. (a) Each Company Security HolderAlps Holdco Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxDx. Xxxx Xxxx Kong, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents Additional Agreements to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) making on behalf of such Person and taking all actions on their behalf relating to the achievement of the requirements for the Earn-out Shares and any disputes with respect thereto; (ii) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VIARTICLE XII, including controlling, defending, managing, settling and participating in any Third Third-Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15thereunder; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Alps Holdco Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Alps Holdco Shareholders unless otherwise agreed by each Company Security Holder Alps Holdco Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Alps Holdco Shareholders under this Agreement and to distribute the same to the Company Security Holders Alps Holdco Shareholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Parent Representative, the Purchaser, Pubco Parent or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VIARTICLE XII, shall be binding upon each Company Security Holder Alps Holdco Shareholder and their respective successors and assigns, and neither they nor any other Party party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 13.21 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderSeller, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxXxxx Xxxx, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party Indemnitor any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.16; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party Indemnitee relating to the defense or settlement of any claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VI, shall be binding upon each Company Security Holder Seller and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxCxxxxxxxxxx Xxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.12; (iiiii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iviii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viv) incurring and paying reasonable 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; (viivi) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiivii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, or the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, Purchaser shall be binding upon each Company Security Holder Stockholder and 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 10.15 9.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of Transmittal, on behalf of itself The Seller Representative is hereby constituted and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity appointed as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place for and stead of thereof with respect to the performance on behalf of such Person under each of the other Sellers. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of each Seller and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the Ancillary Documents documents to which be executed and delivered by the Seller Representative is a partySellers in connection herewith, as (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the same may be from time consummation of the transactions contemplated by this Agreement, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate and enter into settlements and compromises of claims, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to time amendedsuch claims, and to do or refrain from doing 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 judgment of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to for the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations accomplishment of the Company Security Holders foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of the Sellers, in connection with this Agreement, (vii) make any determinations and settle any matters in connection with the adjustments to the Purchase Price in Section 2.07, (viii) engage such Person counsel, experts and other agents and consultants as the Seller Representative shall deem necessary in connection with exercising the powers granted hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons, and (xi) deduct, hold back and/or redirect any releases or other documents with respect funds that may be payable to any dispute or remedy arising under Seller pursuant to the terms of this Agreement or any Ancillary Documents agreements or documents executed and delivered in connection herewith in order to which pay, or establish a reserve for, (i) any amount that may be payable by such Seller hereunder or (ii) any costs, fees, expenses and other liabilities incurred by the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable capacity as such) in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under connection with this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the or its rights and or obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreementhereunder.

Seller Representative. (a) Each Company Security HolderSeller, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxHxxxxx Xxxxxxxxxx, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnifying Party a Seller Indemnitee or Seller Indemnitor any indemnification claims against by or against, as applicable, any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party Indemnitor or Indemnitee relating to the defense or settlement of any claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VI, shall be binding upon each Company Security Holder Seller, Seller Indemnitee and Seller Indemnitor and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderSeller hereby designates the Seller Representative to execute any and all instruments, by delivery of a Letter of Transmittal, certificates or other documents on behalf of itself the Sellers, and its successors to do any and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance all other acts or things on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to Sellers, which the Seller Representative is a party, 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 advisable, or which may be required pursuant to this Agreement, the Paying Agent Agreement or otherwise, in connection with any the consummation of the transactions contemplated under hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including the exercise of the power to: (i) execute the Paying Agent Agreement on behalf of the Sellers, and (ii) give and receive notices and communications to or from Buyer or the Paying Agent relating to this Agreement, the Paying Agent Agreement or any of the Ancillary Documents transactions and other matters contemplated hereby or thereby (except to which the extent that this Agreement or the Paying Agent Agreement expressly contemplates that any such notice or communication shall be given or received by the Sellers, individually), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, any dispute between Buyer and the Sellers, in each case relating to this Agreement or the Paying Agent Agreement, and (iv) take all actions necessary or appropriate in the judgment of the Seller Representative is a party, including: (i) managing, controlling, defending for the accomplishment of the foregoing. The Seller Representative shall have authority and settling power to act on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations the Sellers with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminatingdisposition, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases settlement or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice handling of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons claims under this Agreement and the Ancillary Documents to which Paying Agent Agreement and all rights or obligations arising under this Agreement and the Paying Agent Agreement. The Sellers shall be bound by all actions taken and documents executed by the Seller Representative is a partyin connection with this Agreement and the Paying Agent Agreement, including giving and receiving all notices and communications hereunder Buyer shall be entitled to rely on any action or thereunder on behalf decision of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts shall receive no compensation for its appointment and authorization as services. Notices or communications to or from the Seller Representative under this Agreementshall constitute notice to or from the Sellers.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxDx. Xxxxxxxxxx Xxxxxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.152.11; (iiiii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iviii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viv) incurring and paying reasonable 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 claimtransaction, whether incurred prior or subsequent to Closing; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser ParentCo Representative, the Purchaser, Pubco ParentCo or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, Kernel shall be binding upon each Company Security Holder Stockholder and 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 10.15 10.15(a) are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxYxxx Xxx, in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party Indemnitor any indemnification claims against any of them under Article VIVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.47.4; (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the determination of the Adjustment Amount and the adjustment to the number of Exchange Shares under Section 1.5, and in each case any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) 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 out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata ShareShares; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Purchaser or any other Indemnified Party Indemnitee relating to the defense or settlement of any indemnification claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VIVII, shall be binding upon each Company Security Holder the Sellers and 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 10.15 11.14 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.Agreement 76

Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of TransmittalStockholder, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxHGP II, LLC, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.17; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 10.16 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.. 84

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes constitute and appoints Xxxxx Xxxxxxxappoint Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx, collectively in his their capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.46.4(c); (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser RepresentativePurchaser, the Purchaser, Pubco Purchaser or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 9.13 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, Seller hereby irrevocably constitutes appoints BTO Urban and appoints Xxxxx XxxxxxxFamily Holdings, in his capacity acting jointly, to serve (and each Purchaser-Side Party hereby acknowledges that the Seller Representative will serve) as the Seller Representativeexclusive agent, as the true and lawful agent proxy and attorney-in-fact of for such Persons with Seller for all purposes under this Agreement (including full powers of substitution power and authority to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under Seller). Without limiting the terms generality of the foregoing appointment, the Seller Representative is authorized and provisions empowered to execute any and all instruments, certificates or other documents on behalf of this Agreement each Seller, and the Ancillary Documents to do any and all other acts or things on behalf of each Seller, which the Seller Representative is a partymay deem necessary or advisable, as the same or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the Transactions and the performance of all obligations hereunder or under any other Transaction Agreements from time to time amendedand after the date hereof, and to do or refrain from doing all such further acts and things, and to including the exercise of the power to: (i) execute all such any documents on behalf of each Seller, including any amendment to, or waiver under, this Agreement, (ii) give and receive notices and communications to or from any other Person relating to this Agreement or any of the Transactions and other matters contemplated hereby or by any other Transaction Agreement (except to the extent that this Agreement expressly contemplates that any such Personnotice or communication shall be given or received by a Seller individually), if any(iii) engage and employ, on behalf of the Sellers, Representatives (including legal counsel and other professionals) and incur such expenses as the Seller Representative will deem may in its sole discretion determine necessary or appropriate in connection with any the administration of the transactions contemplated under foregoing, at the expense of the Sellers (which shall reimburse the Seller Representative for the same), (iv) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, any dispute between any other Person and any or all of the Sellers, in each case, relating to this Agreement or any the Transactions, (v) pay or cause to be paid all expenses incurred or to be incurred by or on behalf of the Ancillary Documents to which Sellers in connection with this Agreement and (vi) take all actions necessary or appropriate in the judgment of the Seller Representative is a partyfor the accomplishment of the foregoing. Any action taken by the Seller Representative will require the prior written consent of each of BTO Urban and Family Holdings, including: (i) managing, controlling, defending except to the extent otherwise agreed by BTO Urban and settling Family Holdings in writing. The Seller Representative shall have the sole and exclusive authority and power to act on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations each Seller with respect to the post-Closing Merger Consideration adjustments disposition, settlement or other handling of all claims under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement and all rights or any Ancillary Documents to which obligations arising under this Agreement. Each Seller shall be bound by all actions taken and documents executed by the Seller Representative is a party (providedin compliance with this Section 12.18 in connection with this Agreement, that and each Purchaser-Side Party shall be entitled to rely on any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment action or decision of the Seller Representative, will be taken in provided such action or decision reflects the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment consent of a potentially material both BTO Urban and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interestFamily Holdings. The Seller Representative xxxxxx accepts shall receive no compensation (other than the expense reimbursement contemplated above) for its appointment and authorization as services. Notices or communications to or from the Seller Representative under this Agreementshall constitute notice to or from each Seller.

Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, Seller hereby irrevocably constitutes appoints BTO Urban and appoints Xxxxx XxxxxxxFamily Holdings, in his capacity acting jointly, to serve (and each Purchaser-Side Party hereby acknowledges that the Seller Representative will serve) as the Seller Representativeexclusive agent, as the true and lawful agent proxy and attorney-in-fact of for such Persons with Seller for all purposes under this Agreement (including full powers of substitution power and authority to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under Seller). Without limiting the terms generality of the foregoing appointment, the Seller Representative is authorized and provisions empowered to execute any and all instruments, certificates or other documents on behalf of this Agreement each Seller, and the Ancillary Documents to do any and all other acts or things on behalf of each Seller, which the Seller Representative is a partymay deem necessary or advisable, as the same or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the Transactions and the performance of all obligations hereunder or under any other Transaction Agreements from time to time amendedand after the date hereof, and to do or refrain from doing all such further acts and things, and to including the exercise of the power to: (i) execute all such any documents on behalf of each Seller, including any amendment to, or waiver under, this Agreement, (ii) give and receive notices and communications to or from any other Person relating to this Agreement or any of the Transactions and other matters contemplated hereby or by any other Transaction Agreement (except to the extent that this Agreement expressly contemplates that any such Personnotice or communication shall be given or received by a Seller individually), if any(iii) engage and employ, on behalf of the Sellers, Representatives (including legal counsel and other professionals) and incur such expenses as the Seller Representative will deem may in its sole discretion determine necessary or appropriate in connection with any the administration of the transactions contemplated under foregoing, at the expense of the Sellers (which shall reimburse the Seller Representative for the same), (iv) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, any dispute between any other Person and any or all of the Sellers, in each case, relating to this Agreement or any the Transactions, (v) pay or cause to be paid all expenses incurred or to be incurred by or on behalf of the Ancillary Documents to which Sellers in connection with this Agreement and (vi) take all actions necessary or appropriate in the judgment of the Seller Representative is a partyfor the accomplishment of the foregoing. Any action taken by the Seller Representative will require the prior written consent of each of BTO Urban and Family Holdings, including: (i) managing, controlling, defending except to the extent otherwise agreed by BTO Urban and settling Family Holdings in writing. The Seller Representative shall have the sole and exclusive authority and power to act on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations each Seller with respect to the post-Closing Merger Consideration adjustments disposition, settlement or other handling of all claims under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement and all rights or any Ancillary Documents to which obligations arising under this Agreement. Each Seller shall be bound by all actions taken and documents executed by the Seller Representative is a party (providedin compliance with this Section 12.18 in connection with this Agreement, that and each Purchaser-Side Party shall be entitled to rely on any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment action or decision of the Seller Representative, will be taken in provided such action or decision reflects the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment consent of a potentially material both BTO Urban and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interestFamily Holdings. The Seller Representative xxxxxx accepts shall receive no compensation (other than the expense reimbursement contemplated above) for its appointment and authorization as services. Notices or communications to or from the Seller Representative under this Agreement.shall constitute notice to or from each Seller. 108

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxLxxxxxxxxxxx Xxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.46.3(a); (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments achievement of the Earnout Milestones under Section 1.151.18; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Purchaser or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderBy the execution of this Agreement, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, each Seller hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity as the CH Seller (“Seller Representative”) as its agent, as the true and lawful agent proxy, and attorney-in-fact for each of such Persons with the Seller Group Members for all purposes authorized under this Agreement, including the full powers power and authority on behalf of substitution the Seller Group Members (i) to act in the name, place and stead of thereof with respect direct or disburse any payments to be made to the performance Sellers hereunder; (ii) to endorse and deliver any certificates or instruments representing the Purchased Interests and the Blocker Interests and execute such further instruments of assignment as Buyer or Parent shall reasonably request; (iii) to execute and deliver on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents Seller Group Member any amendment or waiver hereto; (iv) (A) to which the Seller Representative is a party, as the same may be from time to time amended, and to do dispute or refrain from doing all such further acts and thingsdisputing, and or to execute all such documents deliver instructions, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject Group Member relative to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect amounts to any dispute or remedy arising be received by the applicable Seller under this Agreement or any Ancillary Documents Agreement, or any claim made by Buyer or Parent under this Agreement or any Ancillary Agreement, (B) to which the negotiate and compromise, on behalf of any Seller Representative is a partyGroup Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any Ancillary Agreement, and (C) to execute, on behalf of each Seller Group Member, any settlement agreement, release or other document with respect to such dispute or remedy; (v) employing and obtaining the advice to engage attorneys, accountants, agents or consultants on behalf of legal counsel, accountants and other professional advisors as the Seller Representative, Group Members in its reasonable discretion, deems necessary connection with this Agreement or advisable any Ancillary Agreement and pay any out-of-pocket fees related thereto; and (vii) to do each and every act and exercise any and all rights which such Seller Group Member individually or collectively with the other Seller Group Members are permitted or required to do or exercise in the performance judgment of its duties Seller Representative to accomplish any of the foregoing or as contemplated by this Agreement or any Ancillary Agreement. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expensesshall survive the death, including fees of brokersincapacity, attorneys and accountants incurred pursuant to the transactions contemplated herebybankruptcy, and any other reasonable fees and expenses allocable dissolution or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations liquidation of any such Persons under this Agreement Seller or its successors and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Personassigns. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating (to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, extent authorized by this Agreement) shall be binding upon each Company Security Holder and their respective successors and assignsall of the Seller Group Members, and neither they nor any other Party no Seller Group Member shall have the right to object, dissent, protest or otherwise contest the same. The provisions (b) Each Seller agrees that Xxxxx and Parent shall be entitled to rely on any action taken by Seller Representative, on behalf of this Section 10.15 are irrevocable and coupled with an interest. The such Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.Group Member, pursuant to Section

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, Bing Zhang in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party Indemnitor any indemnification claims against any of them under Article VIVII, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.47.4; (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) making on behalf of such Person any determinations and taking all actions on their behalf relating to the determination of the achievement of the Earnout Targets or the Alternative Earnout Target and the delivery of the Earnout Shares under Section 1.4, and in each case any disputes with respect thereto; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) 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 out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata ShareShares; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Purchaser or any other Indemnified Party Indemnitee relating to the defense or settlement of any indemnification claims for which an Indemnifying Party Indemnitor may be required to indemnify an Indemnified Party Indemnitee pursuant to Article VIVII, shall be binding upon each Company Security Holder the Sellers and 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 10.15 11.14 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderShareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxXxxx Xxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the postPost-Closing Merger Consideration adjustments under Section 1.151.12; (iiiii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Shareholders unless otherwise agreed by each Company Security Holder Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iviii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viv) incurring and paying reasonable 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 Closingtransaction; (viivi) receiving all or any portion of the consideration provided to the Company Security Holders Shareholders under this Agreement and to distribute the same to the Company Security Holders Shareholders in accordance with their Pro Rata Share; and (viiivii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, Representative and the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Shareholder and 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 10.15 9.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, Sxxxx Xxxxxxxx in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.13;; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiivii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, or the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, Purchaser shall be binding upon each Company Security Holder Stockholder and 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 10.15 9.16 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of Transmittal, on behalf of itself REL is hereby constituted and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity appointed as the Seller representative (the “Seller Representative”) and hereby accepts such appointment, effective as of the Closing. Each Seller, by virtue of its adoption of this Agreement, is deemed to have appointed and constituted the Seller Representative as their agent and true and lawful agent and attorney-in-fact of such Persons with full the powers of substitution to act and authority as set forth in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement. Except where otherwise provided in this Agreement and the Ancillary Documents to which (including Article VIII), the Seller Representative is a party, as the same may be from time to time amended, exclusive agent for 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 Sellers after the Closing to (1) give and receive notices and communications to or appropriate in connection with from Purchaser Parent (on behalf of itself or any of the transactions contemplated under other Purchaser Indemnitee) relating to this Agreement or any of the Ancillary Documents Transactions; (2) object to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.48.8; (ii3) controlling subject to Section 8.7(d), consent or agree to, negotiate, enter into settlements and making any determinations compromises of, and comply with Orders with respect to the post-Closing Merger Consideration adjustments under Section 1.15to, such claims; and (iii4) terminating, amending take all actions necessary or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders appropriate in the reasonable judgment of the Seller RepresentativeRepresentative for the accomplishment of the matters set forth in this Section 10.1, will be taken in each case without having to seek or obtain the same manner with respect consent of any Person under any circumstance. The Seller Representative is the sole and exclusive means of asserting or addressing any of the above, and no Seller has any right to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing act on its own behalf of such Person any releases or other documents with respect to any such matters, other than any claim or dispute against the Seller Representative. This appointment of agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by any Seller or remedy arising under this Agreement or by operation of Law, as the result of any Ancillary Documents to which event, and any action taken by the Seller Representative is a party; (v) employing and obtaining the advice will be as valid as if such event had not occurred, regardless of legal counsel, accountants and other professional advisors as the whether or not any Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and will have received any notice thereof. Seller Representative shall be entitled to rely on their advice and counsel; pro rata contribution from each Seller with respect to any fees, expenses or other amounts that Seller Representative pays or incurs hereunder in its role as Seller Representative (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant but not limited 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this AgreementSettlement Accountant).

Seller Representative. (a) Each Company Security HolderShareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxXxxxxx Xxxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.13; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Shareholders unless otherwise agreed by each Company Security Holder Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Shareholders under this Agreement and to distribute the same to the Company Security Holders Shareholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Shareholder and 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 10.15 9.16 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter of Transmittalthis Agreement, such Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, Xxxx Xxxxxx in his the capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons Seller with full powers power of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person Seller under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 reasonably necessary or appropriate in connection with any of the transactions Transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VIIX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.49.4; (ii) controlling and making on behalf of the Sellers any determinations with respect to the post-Closing Merger Exchange Consideration adjustments under Section 1.152.5, (iii) acting on behalf of the Sellers under the Escrow Agreement; (iiiiv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder such Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, discretion deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata ShareShares; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Pubco, Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VIIX , shall be binding upon each Company Security Holder Seller and 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 10.15 13.14 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderShareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxDx. Xxxx Xxxx Kong, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents Additional Agreements to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) making on behalf of such Person and taking all actions on their behalf relating to the achievement of the requirements for the Earn-out Shares and any disputes with respect thereto; (ii) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VIARTICLE XI, including controlling, defending, managing, settling and participating in any Third Third-Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15thereunder; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Shareholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Shareholders unless otherwise agreed by each Company Security Holder Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Shareholders under this Agreement and to distribute the same to the Company Security Holders Shareholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Parent Representative, the Purchaser, Pubco Parent or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VIARTICLE XI, shall be binding upon each Company Security Holder Shareholder and their respective successors and assigns, and neither they nor any other Party party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 12.21 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.. 76

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxMingliu Wang, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents Additional Agreements to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) making on behalf of such Person and taking all actions on their behalf relating to the achievement of the requirements for the Earn-out Shares and any disputes with respect thereto; (ii) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VIARTICLE XI, including controlling, defending, managing, settling and participating in any Third Third-Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15thereunder; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Parent Representative, the Purchaser, Pubco Parent or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VIARTICLE XI, shall be binding upon each Company Security Holder Stockholder and their respective successors and assigns, and neither they nor any other Party party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 12.21 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.. 69

Seller Representative. (a) Each Company Security HolderSellers hereby constitute, by delivery appoint and empower, effective from and after the date of a Letter of Transmittalthis Agreement, on behalf of itself and its successors and assignsRevolution Financial, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity Inc. as the Seller Representative, as for the true benefit of Sellers and lawful the exclusive agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of each Seller, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such Person waivers, consents and amendments under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, 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 consummation of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors Transaction as the Seller Representative, in its reasonable sole discretion, deems may deem necessary or advisable desirable; (ii) as the Seller Representative, to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the performance Transaction, and to take any and all actions which the Seller Representative believes are necessary or appropriate under this Agreement for and on behalf of Sellers including, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its duties Affiliates regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Buyer or any other Person, or by any Governmental Body against the Seller Representative or any of Sellers, and receive process on behalf of any or all Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Seller Representative shall determine to be appropriate, and to rely on their advice give receipts, releases and counseldischarges with respect to, any such claim, action, proceeding or investigation; (viC) incurring file any proofs of debt, claims and paying reasonable costs petitions as the Seller Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and expenses(E) file and prosecute appeals from any decision, including fees of brokersjudgment or award rendered in any such action, attorneys and accountants incurred pursuant proceeding or investigation, it being understood that the Seller Representative shall not have any obligation to the transactions contemplated herebytake any such actions, and shall not have any other reasonable fees and expenses allocable Liability for any failure to take any such actions; (iii) to refrain from enforcing any right of Sellers arising out of or under or in any way manner relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closingthis Agreement; (viiiv) receiving to make, execute, acknowledge and deliver all or such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any portion of the consideration provided to the Company Security Holders under this Agreement and all things and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; take any and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by action that the Seller Representative, including in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of Sellers in connection with any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative matter arising under this Agreement; and (vi) to collect, hold and disburse the Purchase Price and the Equity Holdback Amount in accordance with the terms of this Agreement.

Seller Representative. (a) Each Company Security Holder, by By the execution and delivery of a Letter of Transmittalthis Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxXxxxx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to whether the post-Closing Merger Consideration adjustments Share Price Targets have been achieved and Earnout Shares are to be issued under Section 1.151.3; (iiiii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Sellers unless otherwise agreed by each Company Security Holder Seller who is subject to any disparate treatment of a potentially material and adverse nature); (iviii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (viv) incurring and paying reasonable 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 claimtransaction, whether incurred prior or subsequent to Closing; (viivi) receiving all or any portion of the consideration provided to the Company Security Holders Sellers under this Agreement and to distribute the same to the Company Security Holders Sellers in accordance with their Pro Rata Share; and (viiivii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Seller and 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 10.15 10.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxxthe Company’s Chief Financial Officer, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4(a); (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.13; (iii) acting on behalf of such Person under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ivv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (vvi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vivii) incurring and paying reasonable 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; (viiviii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Purchaser or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of TransmittalStockholder, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxTie (Jxxxx) Lx, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.151.16; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 10.16 are irrevocable and coupled with an interest. The Seller Representative xxxxxx hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. Each Norwegian Seller by virtue of his or its execution of this Agreement, will be deemed to have irrevocably constituted and appointed, Jan Xxxxxx Xxxxx effective as of the Closing Date, (a) Each Company Security Holdertogether with his permitted successors, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx, in his capacity as the Seller Representative"SELLER REPRESENTATIVE"), as the his or its true and lawful agent and attorney-in-fact to (i) enter into, perform and bind such Norwegian Seller to the terms of any agreement in connection with the transactions contemplated by this Agreement, including but not limited to the Registration Rights Agreement and the Escrow Agreement, (ii) to exercise all or any of the powers, authority and discretion conferred on him under either this Agreement, the Registration Rights Agreement or the Escrow Agreement, including but not limited to the power and authority to authorize the Escrow Agent to disburse to Buyer any portion of the amounts or shares deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement, (iii) to waive any terms and conditions of any such Persons with full powers of substitution agreement, and (iv) to act in the name, place give and stead of thereof receive notices on their behalf and to be their exclusive representative with respect to any Action arising with respect to any transaction contemplated by any such agreement, including, the performance on behalf defense, settlement or compromise of any Action for which Buyer may be entitled to indemnification, and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of, such Person agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Seller Representative will not be liable for any action taken or not taken by him in connection with his obligations under the terms and provisions of this Agreement and in the Ancillary Documents to which absence of his own gross negligence or willful misconduct. If the Seller Representative is a partyunable or unwilling to serve in such capacity, as his successor, who will serve and exercise 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 powers of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders under this Agreement and to distribute the same to the Company Security Holders in accordance with their Pro Rata Share; and (viii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Seller Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco or any other Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VIhereunder, shall be binding upon each Company Security Holder and their respective successors and assigns, and neither they nor any other Party shall have named by those persons holding a majority of the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this AgreementShares.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxXxxxxx X. Xxxx, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an a Company Indemnifying Party any indemnification claims against any of them under Article ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4Claim; (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated herebyTransactions, 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Buyer or any other Buyer Indemnified Party relating to the defense or settlement of any claims for which an a Company Indemnifying Party may be required to indemnify an a Buyer Indemnified Party pursuant to Article ARTICLE VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 7.13 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Security HolderStockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxxxXxxxxx X. Xxxx, in his its capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a partyparty or otherwise has rights in such capacity (together with this Agreement, the “Seller 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 this Agreement or any of the Ancillary Documents to which the Seller Representative is a partyDocuments, including: (i) managing, controlling, defending and settling on behalf of an a Company Indemnifying Party any indemnification claims against any of them under Article ‎ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4Claim; (ii) controlling and making any determinations with respect to acting on behalf of such Person under the post-Closing Merger Consideration adjustments under Section 1.15Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party Document (provided, that any such action, if material to the rights and obligations of the Company Security Holders Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders Stockholders unless otherwise agreed by each Company Security Holder Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a partyDocument; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated herebyTransactions, 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; (vii) receiving all or any portion of the consideration provided to the Company Security Holders Stockholders under this Agreement and to distribute the same to the Company Security Holders Stockholders in accordance with their Pro Rata Share; and (viiiix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the any Seller Representative is a partyDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, the Purchaser, Pubco Buyer or any other Buyer Indemnified Party relating to the defense or settlement of any claims for which an a Company Indemnifying Party may be required to indemnify an a Buyer Indemnified Party pursuant to Article ‎ARTICLE VI, shall be binding upon each Company Security Holder Stockholder and 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 10.15 ‎7.13 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.