Common use of Seller Representative Clause in Contracts

Seller Representative. (a) Each Selling Equityholder has, or prior to the Closing and as a condition to receiving its portion of the Merger Consideration will have, constituted, appointed and empowered, effective from and after the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacity, as “Seller Representative”), for the benefit of the Selling Equityholders and as the exclusive agent and attorney-in-fact to act on behalf of each Selling Equityholder, with respect to the matters specified in this Section 9.16, which shall include the power and authority: (i) to enforce and protect the rights and interests of the Selling Equityholders 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 transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and on behalf of the Selling Equityholders including (A) consenting to, compromising or settling any objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewith, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case of each of (A), (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actions; (ii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection therewith and (iii) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Selling Equityholders in connection with any matter arising under this Agreement.

Seller Representative. (a) Each Selling Equityholder hasCompany Stockholder, or prior to by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Rxxx Xxxxxx, in the Closing and as a condition to receiving its portion capacity of the Merger Consideration will have, constituted, appointed and empowered, effective from and after the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacitySeller Representative, as “Seller Representative”), for the benefit of the Selling Equityholders true and as the exclusive lawful agent and attorney-in-fact of such Persons with full powers of substitution to act on behalf in the name, place and stead of each Selling Equityholder, thereof with respect to the matters specified 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 or otherwise has rights in such capacity (together with this Section 9.16Agreement, which shall include the power “Seller Representative Documents”), as the same may be from time to time amended, and authorityto do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Seller Representative Documents, including: (i) terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to enforce and protect the rights and interests obligations of the Selling Equityholders Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and to enforce and protect the rights and interests adverse nature); (ii) signing on behalf of such Persons arising out of Person any releases or under or in any manner relating to this Agreement and the transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement other documents with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and on behalf of the Selling Equityholders including (A) consenting to, compromising dispute or settling remedy arising under any objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewith, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case of each of (A), (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actionsDocument; (iiiii) to makeemploying and obtaining the advice of legal counsel, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters accountants and other writings, and, in general, to do any and all things and to take any and all action that professional advisors as the Seller Representative, in its sole and absolute reasonable discretion, may consider deems necessary or proper advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (iv) 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 convenient in connection therewith any way relating to such transaction, whether incurred prior or subsequent to Closing; (v) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (iiivi) to engage outside counselotherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, accountants including giving and other advisors receiving all notices and incur such other expenses communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Selling Equityholders in connection Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative or the Purchaser shall be binding upon each Company 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 9.15 are irrevocable and coupled with any matter arising an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.. 57

Seller Representative. (a) Each Selling Equityholder hasSeller hereby irrevocably appoints Bxxxx Xxxxxx as his, her or prior to the Closing and as a condition to receiving its portion of the Merger Consideration will haverepresentative, constituted, appointed and empowered, effective from and after the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacity, as “Seller Representative”), for the benefit of the Selling Equityholders and as the exclusive agent and attorney-in-fact to act on behalf of each Selling Equityholder, with respect to the matters specified in this Section 9.16, which shall include the power and authority: (i) to enforce and protect the rights and interests of the Selling Equityholders 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 transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and on behalf of such Seller and Bxxxx Xxxxxx is hereby the Selling Equityholders including (A) consenting toSeller Representative for all purposes under this Agreement and the Related Agreements. For the purposes of this Section 8.8, compromising or settling any objections set forth in all references to Related Agreements shall be deemed to expressly exclude the Objection StatementEmployment Agreements and the Restrictive Covenant Agreements. Without limiting the generality of the foregoing, conducting negotiations with Parent regarding such claims the Seller Representative has full power and in connection therewithauthority, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case on behalf of each Seller and his, her or its successors and assigns, to (i) interpret the terms and provisions of (A)this Agreement and the Related Agreements, (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actions; (ii) to make, execute, acknowledge execute and deliver and receive deliveries of all such other agreements, guaranteescertificates, orders, receipts, endorsementsstatements, notices, requestsapprovals, instructionsextensions, certificateswaivers, stock powersundertakings, letters amendments and other writingsdocuments required or permitted to be given in connection with the consummation of the Transaction, and(iii) receive service of process in connection with any claims under this Agreement or any Related Agreement, in general(iv) agree to, negotiate and enter into settlements and compromises of, assume the defense of claims, and comply with orders of courts and awards of arbitrators with respect to do any and all things such claims, and to take any and all action that Seller Representative, in its sole and absolute discretion, may consider actions necessary or proper appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or convenient appropriate in connection therewith and (iii) to engage outside counsel, accountants and other advisors and incur such other expenses the judgment of the Seller Representative on behalf of the Selling Equityholders Sellers in connection with this Agreement and the Related Agreements, (vii) make any determinations and settle any matters in connection with any matter arising under Earn-Out Shares in Sections 2.3 and 2.4(b) and (viii) deduct, hold back or redirect any funds which may be payable to any Seller pursuant to the terms of this AgreementAgreement or any Related Agreements in order to pay, or establish a reserve for, (A) any amount that may be payable by such Seller hereunder or (B) any costs, fees, expenses and other Liabilities incurred by the Seller Representative (in its capacity as such) in connection with this Agreement or its rights or obligations hereunder.

Seller Representative. (a) Each Selling Equityholder has, or prior to the Closing and as a condition to receiving its portion By virtue of the Merger Consideration will haveadoption and approval of this Agreement, each Seller shall be deemed to have irrevocably agreed that as of the date hereof, the Seller Representative is hereby constituted, appointed and empoweredempowered to act, effective from and after the Closing Datewith full power of substitution, New Holdco to act as a representative for the Selling Equityholders (in such capacity, as “Seller Representative”), by and for the benefit of the Selling Equityholders and Sellers, as the exclusive agent and attorney-in-fact to act on behalf of each Selling EquityholderSeller in connection with, with respect and to facilitate the matters specified in this Section 9.16consummation of, which the Transactions, and the power and authority of the Seller Representative shall include the power and authority: authority (i) to enforce and protect consummate ACTIVE 274341277 the rights and interests of the Selling Equityholders 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 transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and Transactions on behalf of the Selling Equityholders including Sellers, (Aii) consenting toto pay each Seller’s expenses (whether before, compromising on or settling any objections set forth in after the Objection Statement, conducting negotiations with Parent regarding such claims and date hereof) incurred in connection therewithwith the negotiation and performance of this Agreement, (Biii) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant extent applicable, to Section 2.9 receive, give receipt of and coordinating with Parent with respect thereto disburse any funds received hereunder on behalf of or to each Seller, (iv) to hold back from disbursement to all of the Sellers collectively any such funds to the extent Seller Representative reasonably determines may be necessary or required under the terms and conditions of this Agreement or applicable Law or may be required for future expenses or obligations, (Cv) consenting toto execute and deliver on behalf of each Seller all documents contemplated herein, compromising any amendment or settling waiver hereto, and any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understoodconsents, in each case, with such modifications or changes as to which the case of each of (A)Seller Representative, in its sole discretion, determines is desirable, (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actions; (iivi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection therewith and with or to carry out the Transactions, (iiivii) to engage outside counselenforce and protect the rights and interests of the Sellers and to enforce and protect the rights and interest of the Seller Representative arising out of or under or in any manner relating to this Agreement and the Related Documents, accountants (viii) to refrain from enforcing any right of Sellers or any of them or the Seller Representative arising out of, under or in any manner relating to this Agreement and Related Documents; provided, however, that no such failure to act on the part of the Seller Representative, except as otherwise provided in this Agreement or in the Related Documents, shall be deemed a waiver of any such right or interest by the Seller Representative or by such Sellers unless such waiver is in writing signed by the waiving party or by the Seller Representative, (ix) to negotiate, settle, compromise and otherwise handle all disputes with Purchaser or any other advisors Purchaser Indemnified Party under this Agreement, including disputes regarding any adjustment pursuant to Section 2.12 and incur such other expenses any Indemnification Claims made by any Purchaser Indemnified Party, (x) to give and receive notices on behalf of the Selling Equityholders Sellers, including any notice of an indemnification claim for which indemnification is sought by the Sellers pursuant to Article 9 and to provide notice and instructions to the Escrow Agent and to authorize disbursement of funds from the Escrow Account in accordance with this Agreement and (xi) to do each and every act and exercise any and all rights which the Sellers are permitted or required to do or exercise under this Agreement; provided, however, that the Seller Representative shall have no obligation to act on behalf of the Sellers. The Sellers, by accepting the consideration payable to them hereunder, irrevocably grant unto the Seller Representative as said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or required to be done in connection with the Transactions as fully to all intents and purposes as the Sellers might or could do. Such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Seller Representative, and survive the death, incompetency, bankruptcy or liquidation of any matter arising Seller and the consummation of the Transactions. All actions, decisions and instructions of the Seller Representative taken, made or given pursuant to the authority granted to the Seller Representative pursuant to this Section 10.1 shall be conclusive and binding upon each Seller, and no Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The terms and conditions of this Agreement are hereby made, and are hereby acknowledged to be, dependent on the determinations and actions that are contemplated or permitted to be made by the Seller Representative pursuant to this Section 10.1, and the rights of all Sellers shall be qualified by and dependent upon such determinations and actions, irrespective of whether the Seller Representative is acting as an agent or power of attorney of such Seller. All actions, ACTIVE 274341277 decisions and instructions of Seller Representative shall be deemed to be facts ascertainable outside this Agreement pursuant to Section 251(b) of the DGCL or under this Agreementother applicable Law.

Seller Representative. (a) Each Selling Equityholder has, or prior Subject to the Closing and as a condition to receiving its portion limitations set forth in this Section 8.2, in connection with an Approved Sale, all of the Merger Consideration will haveUnitholders, constitutedcollectively, appointed shall irrevocably constitute and empowered, effective from and after appoint Xxxxx Xxxxx (the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacity, as “Seller Representative”)) as his, for the benefit of the Selling Equityholders and as the exclusive her or its representative, agent and attorney-in-fact with full power of substitution to act on behalf of each Selling Equityholder, with respect to the matters specified in this Section 9.16, which shall include the power and authority: (i) to enforce and protect the rights and interests of the Selling Equityholders 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 transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and on behalf of the Selling Equityholders including (A) consenting to, compromising or settling any objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewith, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case of each of (A), (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actions; (ii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take execute any and all action documents on behalf of such Unitholder that Seller Representativemay be necessary, convenient or appropriate to facilitate the consummation of an Approved Sale (including in their capacity as incentive equityholders, optionholders and/or warrantholders), including but not limited to: (i) execution of the documents and certificates pursuant to an Approved Sale; (ii) receipt of payments under or pursuant to an Approved Sale and disbursement thereof to the Unitholders and others, as contemplated by such Approved Sale; (iii) receipt and forwarding of notices and communications pursuant to an Approved Sale; (iv) administration of the provisions of any agreements entered into in connection with an Approved Sale; (v) giving or agreeing to, on behalf of all or any of the Unitholders, any and all consents, waivers, amendments or modifications deemed by Xxxxx Xxxxx, in its sole reasonable and absolute good faith discretion, may consider to be necessary or proper or convenient appropriate in connection therewith with an Approved Sale and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (iiivi) amending any agreement entered into in connection with an Approved Sale or any of the instruments to engage outside counselbe delivered pursuant to such Approved Sale; (vii)(A) dispute or refrain from disputing, accountants and other advisors and incur such other expenses on behalf of each Unitholder relative to any amounts to be received by such Unitholder under any agreements contemplated by an Approved Sale, any claim made by the Selling Equityholders purchaser pursuant to such agreements contemplated thereby, (B) negotiate and compromise, on behalf of each such Unitholder, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, any agreement entered into in connection with an Approved Sale, and (C) execute, on behalf of each such Unitholder, any settlement agreement, release or other document with respect to such dispute or remedy; except in each case with respect to a dispute between a Unitholder on the one hand and Xxxxx Xxxxx on the other hand; and (viii) engaging attorneys, accountants, agents or consultants on behalf of such Unitholders in connection with any matter arising under this AgreementApproved Sale or any other agreement contemplated thereby and paying any fees related thereto to the extent not paid by the Company or the Person acquiring the Company (to be reimbursed pro rata by the Unitholders based upon the amount of consideration received by each Unitholder in the Approved Sale).

Seller Representative. (a) Each Selling Equityholder has, or prior to the Closing and as a condition to receiving its portion of the Merger Consideration will have, constituted, appointed and empowered, effective from and after the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacity, as “Seller Representative”), for the benefit of the Selling Equityholders and as the exclusive agent and attorney-in-fact to act on behalf of each Selling Equityholder, with respect to the matters specified in this Section 9.16, which shall include the power and authority: (i) to enforce and protect the rights and interests of the Selling Equityholders 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 transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and on behalf of the Selling Equityholders including (A) consenting to, compromising or settling any objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewith, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case of each of (A), (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actions; (ii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection therewith and (iii) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Selling Equityholders in connection with any matter arising under this Agreement.. 102

Seller Representative. (a) Each Selling Equityholder hasCompany Stockholder, or prior to by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Rxxx Xxxxx, in the Closing and as a condition to receiving its portion capacity of the Merger Consideration will have, constituted, appointed and empowered, effective from and after the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacitySeller Representative, as “Seller Representative”), for the benefit of the Selling Equityholders true and as the exclusive lawful agent and attorney-in-fact of such Persons with full powers of substitution to act on behalf in the name, place and stead of each Selling Equityholder, thereof with respect to the matters specified 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 or otherwise has rights in such capacity (together with this Section 9.16Agreement, which shall include the power “Seller Representative Documents”), as the same may be from time to time amended, and authorityto do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Seller Representative Documents, including: (i) terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to enforce and protect the rights and interests obligations of the Selling Equityholders Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and to enforce and protect the rights and interests adverse nature); (ii) signing on behalf of such Persons arising out of Person any releases or under or in any manner relating to this Agreement and the transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement other documents with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and on behalf of the Selling Equityholders including (A) consenting to, compromising dispute or settling remedy arising under any objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewith, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case of each of (A), (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actionsDocument; (iiiii) to makeemploying and obtaining the advice of legal counsel, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters accountants and other writings, and, in general, to do any and all things and to take any and all action that professional advisors as the Seller Representative, in its sole and absolute reasonable discretion, may consider deems necessary or proper advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (iv) 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 convenient in connection therewith any way relating to such transaction, whether incurred prior or subsequent to Closing; (v) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (iiivi) to engage outside counselotherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, accountants including giving and other advisors receiving all notices and incur such other expenses communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Selling Equityholders in connection Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative or the Purchaser shall be binding upon each Company 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 9.15 are irrevocable and coupled with any matter arising an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Selling Equityholder hasCompany Stockholder, or prior to by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxxx Xxxxx in the Closing and capacity as a condition to receiving its portion of the Merger Consideration will have, constituted, appointed and empowered, effective from and after the Closing Date, New Holdco to act as a representative for the Selling Equityholders (in such capacitySeller Representative, as “Seller Representative”), for the benefit of the Selling Equityholders true and as the exclusive lawful agent and attorney-in-fact of such Persons with full powers of substitution to act on behalf in the name, place and stead of each Selling Equityholder, thereof with respect to the matters specified 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 or otherwise has rights in such capacity (together with this Section 9.16Agreement, which shall include the power “Seller Representative Documents”), as the same may be from time to time amended, and authorityto do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Seller Representative Documents, including: (i) terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to enforce and protect the rights and interests obligations of the Selling Equityholders Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and to enforce and protect the rights and interests adverse nature); (ii) signing on behalf of such Persons arising out of Person any releases or under or in any manner relating to this Agreement and the transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement other documents with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and on behalf of the Selling Equityholders including (A) consenting to, compromising dispute or settling remedy arising under any objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewith, (B) directing the method of payment for any deferred payments owed to the Selling Equityholders pursuant to Section 2.9 and coordinating with Parent with respect thereto and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understood, in the case of each of (A), (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actionsDocument; (iiiii) to makeemploying and obtaining the advice of legal counsel, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters accountants and other writings, and, in general, to do any and all things and to take any and all action that professional advisors as the Seller Representative, in its sole and absolute reasonable discretion, may consider deems necessary or proper advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (iv) 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 convenient in connection therewith any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (v) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Share; and (iiivi) to engage outside counselotherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, accountants including giving and other advisors receiving all notices and incur such other expenses communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Selling Equityholders in connection Seller Representative, including any agreement between the Seller Representative and the Purchaser Representative, Pubco and the Purchaser, shall be binding upon each Company 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 any matter arising an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Selling Equityholder has, or prior to the Closing and as a condition to receiving its portion As of the Merger Consideration will havedate hereof, the Seller Representative is hereby constituted, appointed and empoweredempowered to act, effective from and after the Closing Datewith full power of substitution, New Holdco to act as a representative for the Selling Equityholders (in such capacity, as “Seller Representative”), by and for the benefit of the Selling Equityholders and holders of Units, as the exclusive agent and attorney-in-fact to act on behalf of each Selling Equityholderholder of Units in connection with, with respect and to facilitate the matters specified in this Section 9.16consummation of, which the Transaction. The power and authority of the Seller Representative shall include the power and authority: (i) to enforce and protect consummate the rights and interests of the Selling Equityholders 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 transactions provided for herein, from and after the Closing, and to take any and all actions which Seller Representative believes are necessary or appropriate under this Agreement with respect to any actions provided for in Sections 2.6, 2.9 and Article VII, for and Transaction on behalf of the Selling Equityholders including (A) consenting to, compromising or settling any objections set forth in the Objection Statement, conducting negotiations with Parent regarding such claims and in connection therewithholders of Units, (Bii) directing to receive, give receipt of and disburse any funds received hereunder on behalf of or to each holder of Units, (iii) to hold back from disbursement to all of the method holders of payment for Units collectively any deferred payments owed such funds to the Selling Equityholders pursuant extent it reasonably determines may be necessary or required under the terms and conditions of this Agreement or applicable Law or may be required for future expenses or obligations, (iv) to Section 2.9 execute and coordinating with Parent with respect thereto deliver on behalf of each holder of Units all documents contemplated herein, any amendment or waiver hereto, and (C) consenting to, compromising or settling any Parent Indemnification Claims, conducting negotiations with Parent regarding such claims and in connection therewith, it being understoodconsents, in each case, with such modifications or changes as to which the case of each of (A)Seller Representative, in its sole discretion, determines is desirable, (B) and (C), that Seller Representative shall not have any obligation to take any actions, and shall not have any liability for any failure to take any actions; (iiv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection therewith and with or to consummate the Transaction, (iiivi) to engage outside counselenforce and protect the rights and interests of the holders of Units and to enforce and protect the rights and interest of the Seller Representative arising out of or under or in any manner relating to this Agreement and the Ancillary Agreements, accountants (vii) to refrain from enforcing any right of the holders of Units or any of them or the Seller Representative arising out of or under or in any manner relating to this Agreement and other advisors the Ancillary Agreements; provided, however, that no such failure to act on the part of the Seller Representative, except as otherwise provided in this Agreement or in the Ancillary Agreements, shall be deemed a waiver of any such right or interest by the Seller Representative or by such holders of Units unless such waiver is in writing signed by the waiving party or by the Seller Representative, (viii) to negotiate, settle, compromise and incur such other expenses otherwise handle all disputes with Parent, Merger Sub, or any of their respective Representatives under this Agreement, including disputes regarding any adjustment pursuant to Section 3.06, (ix) to give and receive notices on behalf of the Selling Equityholders holders of Units and to provide notice and instructions to the Escrow Agent and to authorize disbursement of funds from the Escrow Account in accordance with this Agreement and the Escrow Agreement, and (x) to do each and every act and exercise any and all rights which the holders of Units are permitted or required to do or exercise under this Agreement; provided, however, that the Seller Representative shall have no obligation to act on behalf of the holders of Units. The holders of Units, by accepting the consideration payable to them hereunder, irrevocably grant unto the Seller Representative as said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or required to be done in connection with the Transaction as fully to all intents and purposes as the holders of Units might or could do in person and acknowledge and agree to the terms and provisions of this Section 10.09. Such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Seller Representative, and survive the death, incompetency, bankruptcy or liquidation of any matter arising under holder of Units and the consummation of the Transaction. All actions, decisions and instructions of the Seller Representative taken, made or given pursuant to the authority granted to the Seller Representative pursuant to this AgreementSection 10.09 shall be conclusive and binding upon each holder of Units, and no such holder shall have the right to object to, dissent from, protest or otherwise contest the same. The terms and conditions of this Agreement are hereby made, and are hereby acknowledged to be, dependent on the determinations and actions that are contemplated or permitted to be made by the Seller Representative pursuant to this Section 10.09, and the rights of all holders of Units shall be qualified by and dependent upon such determinations and actions, irrespective of whether the Seller Representative is acting as an agent or power of attorney of such holder of Units.