Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. (1) SunOpta is hereby appointed, authorized and empowered to be the representative of each of the Vendors to deliver and receive all documents, instruments and consents on behalf of the Vendors prior to and immediately after the Closing Date, in connection with, and that may be reasonably necessary and appropriate to close the transactions contemplated by this Agreement, to accomplish the intent and implement the provisions of, this Agreement and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Vendors’ Representative accepts such appointment, authority and power. (2) Mascoma and the Purchaser shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Vendors’ Representative as representing all of the Vendors and shall be fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon absent wilful misconduct. The Vendors’ Representative shall not be responsible for any loss suffered by, or liability of any kind to, such Vendors arising out of any act done or omitted by the Vendors’ Representative in connection with the acceptance or administration of its duties under Section 4.02(1), unless such act or omission falls outside of the powers granted by Section 4.02(1) or involves gross negligence or wilful misconduct. (3) Notwithstanding anything to the contrary in this Section 4.02 or any other provision of this Agreement, the Vendors’ Representative shall have no authority as Vendors’ Representative with respect to Claims for indemnification against an individual Vendor pursuant to Section 6.02 of this Agreement or with respect to any other Claims against an individual Vendor, and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for the representations, warranties or covenants of individual Vendors contained in this Agreement.

Vendors’ Representative. (1a) SunOpta is In order to administer efficiently the determination of certain matters under this Agreement, each of the Vendors hereby appointeddesignate and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇, authorized the Vendors’ Representative, as its, his, or her, as the case may be, agent and empowered to be the representative attorney-in-fact, such designation and appointment being coupled with an interest, with full power of substitution for it, to: (i) give and receive all notices and communications on behalf of each of the Vendors hereunder; (ii) make all decisions and take all actions relating to the Vendors' respective rights, obligations, and remedies under this Agreement including to receive and send notices, to receive and deliver and receive all documents, instruments to exercise, enforce, or waive rights or conditions, to give releases and consents on behalf discharges and to defend against indemnification claims of the Vendors prior Purchaser related to a breach of covenant by the Corporation; and immediately after (iii) take all actions as are necessary or appropriate in the Closing Date, in connection with, and that may be reasonably necessary and appropriate to close the transactions contemplated by this Agreement, to accomplish the intent and implement the provisions of, this Agreement and to facilitate the consummation judgement of the transactions contemplated hereby and thereby. By executing this Agreement, the Vendors’ Representative accepts such appointment, authority and power. (2) Mascoma and the Purchaser shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Vendors’ Representative as representing all of the Vendors and shall be fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon absent wilful misconduct. The Vendors’ Representative shall not be responsible for any loss suffered by, or liability of any kind to, such Vendors arising out of any act done or omitted by the Vendors’ Representative in connection with any of the acceptance or administration foregoing, including retaining such counsel, accountants, and other professional advisors as the Vendors’ Representative reasonably deems necessary to assist it in the performance of its duties under Section 4.02(1), unless such act or omission falls outside of the powers granted by Section 4.02(1) or involves gross negligence or wilful misconducthereunder. (3b) Notwithstanding anything The Vendors’ Representative shall receive no compensation for services rendered other than reimbursement of out-of-pocket expenses incurred in connection with the performance of its duties, to be paid by the contrary in this Section 4.02 Vendors. Notices or any other provision of this Agreement, communications to or from the Vendors’ Representative shall have no authority as constitute notice to or from any applicable Vendor. (c) The Purchaser may rely upon any decision, act, consent or instruction of the Vendors’ Representative with respect as being the decision, act, consent or instruction of each Vendor. The Purchaser is hereby relieved from any liability to Claims for indemnification against an individual Vendor pursuant to Section 6.02 of this Agreement or with respect to any other Claims against an individual Vendor, and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for any acts taken by it in accordance with such decision, act, consent, or instruction of the representationsVendors’ Representative. (d) The Vendors’ Representative, warranties or covenants of individual Vendors contained in by signing this Agreement, accepts its responsibility as a Vendors’ Representative and covenants and agrees to take all such actions as a required by the Vendors’ Representative hereunder.

Vendors’ Representative. 23.1 Each Vendor hereby appoints ▇▇▇▇▇ ▇▇▇▇▇ as the Vendors' Representative who may, among other matters, on their behalf in their capacity as Vendors: (1a) SunOpta is hereby appointedsign instructions and/or authorise distribution of the Consideration to the Vendors; (b) conduct on their behalf and agree the terms of any settlement of any Claim or any other claim under this Agreement or any other Transaction Document brought by or against the Purchaser; (c) give any consent, authorized and empowered agreement, decision, direction or waiver required or permitted to be the representative given or make any request on behalf of each all or some of the Vendors (as the case may be) pursuant to the terms of this Agreement or the Transaction Documents (and any such consent, agreement, decision, direction, waiver or request shall bind all the relevant Vendors, as appropriate; (d) sign and deliver and any document required by this Agreement or any other Transaction Document to be signed by the Vendors or any of them; and (e) receive all documents, instruments and consents on behalf any notices to be delivered by the Purchaser to the Vendors under this Agreement or any of the other Transaction Documents and the Vendors' Representative shall give notice to all relevant Vendors prior of any notices received by them. 23.2 Without prejudice to sub-clause 23.1, each Vendor acknowledges and immediately after agrees that the Closing Date, in connection with, Vendors' Representative is authorised by them to receive and that acknowledge service of notice on their behalf and otherwise carry out all such actions as may be reasonably necessary and appropriate specified to close be carried out by the transactions contemplated by this Agreement, to accomplish the intent and implement the provisions of, Vendors' Representative under this Agreement and to facilitate the consummation other Transaction Documents. 23.3 Save in the case of the transactions contemplated hereby and thereby. By executing this Agreementgross negligence or wilful misconduct, the Vendors’ Representative accepts such appointmentshall, authority and powerprovided he acts in good faith, not be liable to the Vendors or any other person other than the Purchaser in connection with or as a result of anything which the Vendors' Representative does, refrains from doing or neglects or omits to do in connection with any matter relating to this Agreement or any of the Transaction Documents. (2) Mascoma and 23.4 For any thing or act done or omitted to be done hereunder or under any of the Purchaser shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from Transaction Documents as the Vendors’ Representative as representing all while acting in good faith. 23.5 The Vendors (acting by those Vendors holding a simple majority of the Vendors and Sale Shares immediately prior to Completion) may at any time appoint a different person to act as the Vendors' Representative by written notice to the Purchaser, which appointment shall be fully protected in connection with any action or inaction taken or omitted take effect from the date on which such notice is deemed to be taken in reliance thereon absent wilful misconduct. The Vendors’ Representative shall not be responsible for any loss suffered by, or liability of any kind to, such Vendors arising out of any act done or omitted by the Vendors’ Representative in connection with the acceptance or administration of its duties under Section 4.02(1), unless such act or omission falls outside of the powers granted by Section 4.02(1served pursuant to clause 22 (Notices) or involves gross negligence or wilful misconductsuch later date as may be specified in the notice. (3) Notwithstanding anything to the contrary in this Section 4.02 or any other provision of this Agreement, the Vendors’ Representative shall have no authority as Vendors’ Representative with respect to Claims for indemnification against an individual Vendor pursuant to Section 6.02 of this Agreement or with respect to any other Claims against an individual Vendor, and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for the representations, warranties or covenants of individual Vendors contained in this Agreement.

Vendors’ Representative. (1) SunOpta is hereby appointeda. In order to administer efficiently the determination of certain matters under this Agreement, authorized the Purchaser and empowered the Parent will be entitled to: i. rely on the Vendors’ Representative or any successor thereto as having full power and authority to be make all decisions and take all actions relating to the representative of each respective rights, obligations and remedies of the Vendors under this Agreement, including to authorize payments to Vendors by the Paying Agent hereunder, to receive and send notices, to receive, execute and deliver documents (including amendments thereto), to exercise, enforce or waive rights or conditions, to agree to, negotiate, enter into settlements and receive all documentscompromises of, instruments and consents demand court proceedings and comply with orders of courts and awards of court with respect to such claims, to give releases and discharges, to seek indemnification on behalf of the Vendors prior and to defend against indemnification claims of the Purchaser and immediately after the Closing Date, in connection withParent, and to take all other actions that may be reasonably are either (A) necessary and or appropriate to close in the transactions contemplated by this Agreement, to accomplish the intent and implement the provisions of, this Agreement and to facilitate the consummation judgment of the transactions contemplated hereby and thereby. By executing this Agreement, the Vendors’ Representative accepts for the accomplishment of the foregoing; or (B) specifically mandated by the terms of this Agreement; and ii. deal only with the Vendors’ Representative in respect of all matters arising under this Agreement including to authorize payments to Vendors hereunder, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to agree to, negotiate, enter into settlements and compromises of, and demand court proceedings and comply with orders of courts and awards of court with respect to such appointmentclaims, authority to give releases and powerdischarges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of Vendors’ Representative, and to take all other actions that are either (A) necessary or appropriate in the judgment of the Vendors’ Representative for the accomplishment of the foregoing; or (B) specifically mandated by the terms of this Agreement. (2) Mascoma b. All decisions, consents, instructions and actions to be taken by Vendors or any one of them under this Agreement, as the case may be, shall be deemed taken by the Vendors or any one of them, as the case may be, if such decisions, consents, instructions or actions are taken by the Vendors’ Representative, and such decisions, consents, instructions or actions shall be final, binding or conclusive upon such Vendors. The Purchaser and the Parent may rely upon any such decision, consent, instruction or action of the Vendors’ Representative as being the decision, consent, instruction or action of the Vendors. All consents, instructions and actions to be taken by the Purchaser and the Parent and directed to the Vendors or any one of them under this Agreement, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions, consents, instructions or actions are directed by the Purchaser or the Parent to the Vendors’ Representative. c. The Purchaser and the Parent shall be entitled to rely uponupon any notice provided to the Purchaser by the Vendors’ Representative or action taken by the Vendors’ Representative acting within the scope of his authority. d. Notwithstanding the foregoing, without independent investigation, any actno payment, notice, instruction receipt or communication execution and delivery of documents (including amendments hereto), exercise, enforcement or waiver of rights or conditions, settlements and compromises, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser, the Parent and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors’ Representative. e. The Vendors’ Representative will incur no liability of any kind with respect to any action or omission by the Vendors’ Representative in connection with the Vendors’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Vendors’ Representative as representing all of the Vendors and shall be fully protected in connection with any action Representative’s gross negligence, bad faith, fraud, or inaction taken or omitted to be taken in reliance thereon absent wilful willful misconduct. The Vendors’ Representative shall not be responsible liable for any loss suffered byaction or omission pursuant to the advice of counsel. The Vendors shall jointly and severally indemnify, or liability defend and hold harmless the Vendors’ Representative from and against all claims, liabilities, losses, damages, costs, penalties, fines, forfeitures and expenses (including reasonable expenses of any kind tothe Vendors’ Representative’s legal counsel, such Vendors experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Vendors’ Representative’s execution and performance of this Agreement and any act done ancillary agreements hereto, in each case as such Representative Loss is suffered or omitted incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence, bad faith, fraud or willful misconduct of the Vendors’ Representative, the Vendors’ Representative will reimburse the Vendors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, bad faith, fraud or willful misconduct. If not paid directly to the Vendors’ Representative by the Vendors, any such Representative Losses may be recovered by the Vendors’ Representative from (i) the funds in the Expense Fund, and (ii) any other funds that become payable to the Vendors under this Agreement at such time as such amounts would otherwise be distributable to the Vendors; provided, that while this section allows the Vendors’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Vendors from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Vendors’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Vendors’ Representative be required to advance its own funds on behalf of the Vendors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Vendors set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Vendors’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Vendors’ Representative or the termination of this Agreement. f. By executing this Agreement or by otherwise approving the terms of this Agreement or the Arrangement or participating in and receiving the benefits of the Company Arrangement and/or the Opco Arrangement, including the right to receive the consideration payable in connection with the acceptance Company Arrangement and/or the Opco Arrangement, each Vendor appoints Shareholder Representative Services LLC as the Vendors' Representative for all purposes in connection with this Agreement and the agreements ancillary hereto. The Vendors' Representative may resign at any time. If the Vendors' Representative shall resign or administration be removed by the Vendors, the Vendors shall, within 10 days after such resignation or removal, appoint a successor to the Vendors' Representative. Any such successor shall succeed the former Vendors' Representative as the Vendors' Representative hereunder. g. Upon the Closing, the Company will wire C$300,000 (the “Expense Fund”) (which shall be a Company Transaction Expense) to the Vendors' Representative, which will be used for the purposes of paying directly, or reimbursing the Vendors' Representative for, any third-party expenses pursuant to this Agreement and the agreements ancillary hereto. The Vendors will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Vendors' Representative any ownership right that they may otherwise have had in any such interest or earnings. The Vendors’ Representative acknowledges and agrees that it will hold the Expense Fund in accordance with its obligations under the engagement letter in respect of such Expense Fund. The Vendors' Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its duties under Section 4.02(1), unless such act or omission falls outside of the powers granted by Section 4.02(1) or involves gross negligence or wilful willful misconduct. (3) Notwithstanding anything to the contrary in this Section 4.02 . The Vendors' Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other provision corporate purposes and will not voluntarily make these funds available to its creditors in the event of this Agreementbankruptcy. As soon as practicable following the completion of the Vendors' Representative's responsibilities, the Vendors’ ' Representative shall have no authority will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Vendors. For tax purposes, the Expense Fund will be treated as Vendors’ Representative with respect to Claims for indemnification against an individual Vendor pursuant to Section 6.02 having been received and voluntarily set aside by the Vendors at the time of this Agreement or with respect to any other Claims against an individual Vendor, and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for the representations, warranties or covenants of individual Vendors contained in this AgreementClosing.

Vendors’ Representative. (1a) SunOpta is Each Vendor and Principal hereby appointedappoints the Vendors’ Representative as the agent, authorized proxy and empowered attorney-in-fact for such Vendor and Principal (the “Appointment”), with full power and authority to be the representative of each of the Vendors to deliver and receive all documents, instruments and consents act on behalf of the Vendors prior and Principals with respect to and immediately after the Closing Date, in connection with, and that may be reasonably necessary and appropriate following purposes: (i) making all decisions relating to close the transactions contemplated by distribution of any amounts payable to Vendors under this Agreement, to accomplish the intent and implement in accordance with the provisions ofhereof; (ii) taking all action necessary or appropriate in connection with the defense and/or settlement of any claims connected to Section 3.1 and 3.3; (iii) taking all necessary or appropriate actions relating to the tax matters set forth in Section 3.1(27) and Article 7 hereof; and (iv) giving and receiving all notices required to be given under this Agreement, this Agreement in each case, relating to the foregoing items (i) through (iii), inclusive. (b) The Appointment, being coupled with an interest, is irrevocable and shall not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of existence of any Vendor or Principal. Further, the Appointment shall extend to facilitate and be binding upon the consummation respective heirs, executors, legal personal representatives, successors and permitted assigns of the transactions contemplated Vendors and Principals, as the case may be. The Vendors’ Representative hereby accepts the Appointment and thereby. By executing shall act as representative of the Vendors and Principals in accordance with this Agreement. (c) Upon written notice delivered by a majority of the Vendors delivered to the Purchaser pursuant to this Agreement, the Vendors’ Representative accepts may be removed and simultaneously replaced with a different Person, whereupon such appointment, authority and power. (2) Mascoma and the Purchaser Person shall thenceforth be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Vendors’ Representative as representing all for purposes of the Vendors and shall be fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon absent wilful misconduct. The Vendors’ Representative shall not be responsible for any loss suffered by, or liability of any kind to, such Vendors arising out of any act done or omitted by the Vendors’ Representative in connection with the acceptance or administration of its duties under Section 4.02(1), unless such act or omission falls outside of the powers granted by Section 4.02(1) or involves gross negligence or wilful misconduct. (3) Notwithstanding anything to the contrary in this Section 4.02 or any other provision of this Agreement, the Vendors’ Representative shall have no authority as Vendors’ Representative with respect to Claims for indemnification against an individual Vendor pursuant to Section 6.02 of this Agreement or with respect to any other Claims against an individual Vendor, and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for the representations, warranties or covenants of individual Vendors contained in this Agreement.this

Vendors’ Representative. (1a) SunOpta is hereby appointedEach Vendor constitutes and appoints 116 as its representative (the “Vendors’ Representative”) and its true and lawful attorney in fact, authorized with full power and empowered authority in its name on its behalf: (i) to be act on such Vendor’s behalf in the representative absolute discretion of each of the Vendors to deliver and receive all documents, instruments and consents on behalf of the Vendors prior to and immediately after the Closing Date, in connection with, and that may be reasonably necessary and appropriate to close the transactions contemplated by this Agreement, to accomplish the intent and implement the provisions of, this Agreement and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Vendors’ Representative accepts such appointmentwith respect to all matters relating to this Agreement, authority including the execution and power.delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement; (2ii) Mascoma and to act on such Vendor’s behalf in the Purchaser shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from absolute discretion of the Vendors’ Representative as representing with respect to all matters relating to the Corporate Reorganization; including the execution and delivery of any agreements, certificates, receipts, instructions and other instruments necessary to effect the Corporate Reorganization; and (iii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions in this Section 2.6. This appointment and grant of power and authority is coupled with an interest and is in consideration of the Vendors mutual covenants made in this Agreement and shall is irrevocable and will not be fully protected in connection with terminated by any action act of any Vendor or inaction taken by operation of law, whether by the death or omitted incapacity of any Vendor or by occurrence of any other event. Each Vendor hereby consents to the taking of any and all actions and the making of any decisions required and permitted to be taken in reliance thereon absent wilful misconductor made by the Vendors’ Representative pursuant to this Section 2.6. The Each Vendor agrees that the Vendors’ Representative shall not be responsible have no obligation or liability to any Person for any loss suffered by, or liability of any kind to, such Vendors arising out of any act done action taken or omitted by the Vendors’ Representative in connection with the acceptance or administration of its duties under Section 4.02(1)good faith, unless such act or omission falls outside of the powers granted by Section 4.02(1) or involves gross negligence or wilful misconduct. (3) Notwithstanding anything to the contrary in this Section 4.02 or any other provision of this Agreement, and each Vendor shall indemnify and hold harmless the Vendors’ Representative from, and shall have no authority as pay to the Vendors’ Representative with respect the amount of, or reimburse the Vendors’ Representative for, any Loss that the Vendors’ Representative may suffer, sustain, or become subject to Claims for indemnification against an individual Vendor pursuant as a result of any such action or omission by the Vendors’ Representative under this Agreement. (b) ▇▇▇▇ and 116 shall be entitled to Section 6.02 of this Agreement rely upon any documents or with respect to any other Claims against an individual Vendorpaper delivered by the Vendors’ Representative as being authorized by the Vendors, and Mascoma ▇▇▇▇ and the Purchaser 116 shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect not be liable to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for any action taken or omitted to be taken by ▇▇▇▇ and 116 based on such reliance; and (c) Until all obligations under this Agreement shall have been discharged, the representationsVendors who, warranties or covenants immediately prior to the Closing, are entitled in the aggregate to receive more than 50% of individual the ▇▇▇▇ Common Shares pursuant to the Share Exchange, may, from time to time upon notice to ▇▇▇▇ and 116, appoint a new Vendors’ Representative upon the resignation of the Vendors’ Representative. If, after the resignation of the Vendors’ Representative, a successor Vendors’ Representative shall not have been appointed by the Vendors contained in this Agreementwithin 15 Business Days after a request by ▇▇▇▇ and 116, ▇▇▇▇ and 116 may appoint a Vendors’ Representative from among the Vendors to fill any vacancy so created by notice of such appointment to the Vendors.

Vendors’ Representative. ▇▇▇ ▇▇▇▇▇ (1the “Vendors’ Representative”) SunOpta is hereby appointed, authorized and empowered to be the representative of appointed by each of the Vendors as its representative, agent and attorney-in-fact for the purposes and with the powers set out in this Section. The Vendors’ Representative shall be entitled to deliver and receive all documents, instruments and consents on behalf of represent the Vendors prior in all matters relating to and immediately after the Closing Date, in connection with, and that may be reasonably necessary and appropriate to close the transactions contemplated by this Agreement, to accomplish the intent and implement the provisions of, in this Agreement and to facilitate each Vendor shall be bound by the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, acts taken by the Vendors’ Representative accepts such appointment, authority and power. (2) Mascoma and the Purchaser shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Vendors’ Representative as representing all of the Vendors and shall be fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon absent wilful misconducton its behalf. The Vendors’ Representative shall not be responsible personally liable to any party for any loss suffered byact taken, or liability omission to act, by him except as a result of any kind to, such Vendors arising out of any act done or omitted by fraud. Without limiting the Vendors’ Representative in connection with the acceptance or administration of its duties under Section 4.02(1), unless such act or omission falls outside generality of the powers granted by Section 4.02(1) or involves gross negligence or wilful misconduct. (3) Notwithstanding anything to the contrary in this Section 4.02 or any other provision of this Agreementforegoing, the Vendors’ Representative shall have no authority as be entitled to represent all of the Vendors at Closing and waive any obligations or conditions under this Agreement for the benefit of the Vendors at Closing or otherwise, and the Vendors’ Representative shall be entitled to exclusively represent the Vendors in connection with respect any settlement of any post-Closing adjustments to Claims for indemnification against an individual Vendor the Purchase Price pursuant to Section 6.02 of 2.5, any matters pertaining to the Escrow Agreement and any matters for which indemnification may be claimed by or asserted against the Vendors in connection with the transactions contemplated hereby. The Vendors’ Representative shall be entitled to agree to an amendment to this Agreement, the Escrow Agreement or with respect to and any other Claims against an individual Vendor, document relating to the transactions contemplated hereby on behalf of each of the Vendors and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing entitled to execute and deliver any agreements or other instruments in writing on behalf of each of the liability Vendors in connection therewith. This power of any Vendor for attorney is coupled with an interest and shall be irrevocable. Each of the representations, warranties or covenants of individual Vendors contained in this Agreementrepresents and warrants that it has had the opportunity to obtain independent legal advice.

Vendors’ Representative. 11.1 Any consent or agreement or direction or waiver given or made by the Vendors' Representative or Vendors' Solicitors for the purposes of this Agreement shall be binding upon all of the Vendors. 11.2 Delivery of any document or payment required to be made to the Vendors or any of them hereunder may be made to the Vendor's Solicitors (1REF ACG/752614) SunOpta whose receipt for such delivery or payment shall be an absolute discharge of the Purchaser who shall not be concerned with the application thereof. 11.3 The Vendors' Representative is hereby appointed, authorized and empowered to be the representative of each of by the Vendors to deliver and receive all documents, instruments and consents on behalf of act in the Vendors prior to and immediately after the Closing Date, in connection with, and that may be reasonably necessary and appropriate to close the transactions way contemplated by this Agreement, to accomplish the intent and implement the provisions of, this Agreement and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreementtake such decisions as he shall at his entire discretion determine and, provided he acts in good faith, the Vendors’ ' Representative shall have and accepts such appointment, authority and power. (2) Mascoma and the Purchaser shall be entitled no liability to rely upon, without independent investigation, any act, notice, instruction or communication from the Vendors’ Representative as representing all of the Vendors and shall be fully protected or to any other person other than the Purchaser in connection with or as a result of anything which such Vendors' Representative does or refrains from doing or neglects or omits to do in connection with any action or inaction taken or omitted matter relating to be taken in reliance thereon absent wilful misconduct. The this Agreement. 11.4 As between the Vendors’ , the Vendors' Representative shall not be responsible for required to expend any loss suffered byof his own money on or in relation to matters referred to in this Agreement and, without prejudice to the generality of the foregoing, may decline to take any steps in relation to any claim under Warranties or liability Tax Deed of Covenant unless he has been indemnified or secured (if and to the extent he so requires) to his full satisfaction by the Vendors he represents in respect of the maximum amount of the expenses and other liabilities of any kind to, such Vendors arising out of any act done which he reasonably considers that he will or omitted by the Vendors’ Representative may incur in connection with the acceptance or administration as a result of its duties under Section 4.02(1), unless such act proceedings and such indemnities or omission falls outside of the powers granted by Section 4.02(1) or involves gross negligence or wilful misconduct. (3) Notwithstanding anything securities shall be such as to the contrary in this Section 4.02 or any other provision of this Agreement, ensure that the Vendors’ ' Representative has immediate access to all such funds as he may require in order to meet all such expenses or other liabilities as they fall PROVIDED THAT the Vendors' Representative shall have no authority as Vendors’ Representative with respect be obliged to Claims for indemnification against an individual Vendor pursuant to Section 6.02 pay his appropriate proportion of this Agreement or with respect to any other Claims against an individual Vendor, such expenses and Mascoma and the Purchaser shall deal exclusively with the relevant Vendor, or such Vendor’s authorized representative, with respect to such matters. Nothing in this Section 4.02 shall be construed as decreasing the liability of any Vendor for the representations, warranties or covenants of individual Vendors contained in this Agreementliabilities.