Common use of Representative; Power of Attorney Clause in Contracts

Representative; Power of Attorney. (a) Each Shareholder hereby appoints Gethin Xxxxxx of Peregrine Company Managers Limited as agent and attorney-in-fact (the "Representative") -------------- for such Shareholder to give and receive notices and communications, to authorize delivery to CBT of ADSs or Ordinary Shares, as the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, such claims, to perform such other obligations and make such other decisions as are set forth in the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and without recklessness. The Shareholders shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without recklessness or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. (c) A decision, act, consent or instruction of the Representative shall be final, binding and conclusive upon each of such Shareholders, and the Escrow Agent and CBT may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each Shareholder. The Escrow Agent and CBT are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.

Representative; Power of Attorney. (a) Each Shareholder Vendor hereby appoints Gethin Xxxxxx and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of Peregrine Company Managers Limited such Vendor for the purpose of taking any and all actions by such Vendor specified in or contemplated by this Agreement, including as agent and attorney-in-fact (the "Representative") -------------- for such Shareholder parties: (i) in connection with any termination of this Agreement pursuant to give Section 9.1(a); (ii) in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 11.3; (iii) in connection with the receipt of all agreements, certificates and receive notices and communications, other documents to authorize delivery be delivered by the Purchaser at the Closing pursuant to CBT of ADSs or Ordinary Shares, as Section 2.9; (iv) with respect to the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, such claims, to perform such other obligations and make such other decisions as are matters set forth in Section 2.4, Section 2.5 and Section 2.6; (v) for the Escrow purpose of giving and receiving notices on behalf of the Vendors under this Agreement; and (vi) for the purpose of defending all indemnity claims pursuant to Article 10, consenting to, compromising or settling all such indemnity claims, and conducting negotiations with the Purchaser under this Agreement (including pursuant to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the ShareholdersSection 10.6(e)). (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and without recklessness. The Shareholders shall severally indemnify For greater certainty, the assumption by the Representative and hold of the responsibilities set out in this Section 11.11 does not make the Representative harmless against personally responsible for amounts owing by any loss, liability or expense incurred without recklessness or bad faith on the part of the Vendors hereunder except as a Vendor. In each such case in this Agreement, the Purchaser shall be entitled to direct all communications through, and rely on decisions made by, the Representative. With respect to all such matters, the Representative may (i) take any and arising out of or in connection with all actions (including without limitation executing and delivering any documents), incurring any costs and expenses for the acceptance or administration account of the Representative's duties hereunder, including the reasonable fees Vendors and expenses of make any legal counsel retained and all determinations which may be required or permitted to be taken by the Representative. Vendors under this Agreement, (cii) A exercise such other rights, power and authority as are authorized, delegated and granted to the Representative under this Agreement, (iii) dispute or refrain from disputing any claim made by the Purchaser Indemnified Parties under Article 10, (iv) negotiate and compromise any dispute that may arise under and exercise or refrain from exercising any remedies available under this Agreement, (v) execute any settlement agreement, release or other document with respect to such dispute or remedy, and (vi) exercise such rights, power and authority as are incidental to the foregoing. Any decision, act, consent or instruction of the Representative under this Agreement shall constitute a decision of all of the Vendors and shall be final, binding and conclusive upon each all of such Shareholdersthe Vendors, and the Escrow Agent and CBT may Purchaser shall be entitled to rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of all of the Vendors. (c) The limited power of attorney granted hereby is coupled with an interest and shall: (i) survive and not be affected by the subsequent death, incapacity, disability, bankruptcy or dissolution, as applicable, of any Vendor; and (ii) extend to each Shareholder. The Escrow Agent Vendor’s heirs, executors, administrators, legal representatives, successors and CBT are assigns, as applicable. (d) Each Vendor hereby relieved agrees to indemnify and hold harmless the Representative from and against any and all loss, liability or expense (including the reasonable fees and expenses of the Representative’s attorneys) arising out of or in connection with any act or failure to any person for any acts done act of the Representative hereunder, except to the extent that such loss, liability or expense is finally adjudicated to have been primarily caused by them in accordance with such decision, act, consent the gross negligence or instruction willful misconduct of the Representative. (e) The Representative may resign at any time, effective immediately upon notice to the Vendors and the Purchaser. In the event of the resignation of the Representative, another Person shall be appointed by a majority of the Vendors, with each Vendor entitled to that Vendor’s Percentage Interest. Notices or communications to or from the Representative shall constitute notice to or from each Vendor. (f) The Representative may, in all questions arising hereunder, rely on the advice of counsel and the Representative shall not be liable to anyone for anything done, omitted or suffered by the Representative based on such advice. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Representative. The Representative shall not be liable to the Vendors for any error of judgment, or any act done or step taken or omitted in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except for his own gross negligence or willful misconduct as determined by a court of competent jurisdiction. (g) Each of the Vendors shall pay its Percentage Interest of all costs and expenses (including those of any legal counsel or other professional retained by the Representative) in connection with the acceptance or administration of the Representative’s duties hereunder, and to reimburse the Representative for any costs or expenses incurred by the Representative pursuant to this Agreement and the Ancillary Agreement contemplated hereby and the transactions contemplated hereby and thereby.

Representative; Power of Attorney. (a) 14.1 Each Shareholder Holder hereby appoints Gethin Xxxxxx and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of Peregrine Company Managers Limited the Holder for the purpose of taking any and all actions by the Holder specified in or contemplated by this Agreement or in the Purchase Agreement, including as agent and attorney-in-fact (the "Representative") -------------- for such Shareholder to give and receive notices and communications, to authorize delivery to CBT of ADSs parties: (a) in connection with entering into the Purchase Agreement (or Ordinary Shares, as the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, such claims, to perform such any other obligations and make such other decisions as are set forth in the Escrow Agreement, and to take all actions necessary agreement or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and without recklessness. The Shareholders shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without recklessness or bad faith on the part of the Representative and arising out of or instrument in connection with the acceptance or administration Acquisition) on behalf of the Representative's duties hereunder, including the reasonable fees and expenses Holder; (b) in connection with any termination of any legal counsel retained by the Representative. this Agreement pursuant to Section 9.2; (c) A in connection with any amendment or waiver of any provision of this Agreement pursuant to Section 13.11; (d) in connection with the receipt of all agreements, certificates and other documents to be delivered by the Purchaser in connection with the transactions contemplated herein on in the Purchase Agreement; (e) in connection with the delivery of all agreements, certificates and other documents to be delivered by the Representative on behalf of the Holders in connection with the transaction contemplated herein or in the Purchase Agreement; (f) for the purpose of giving and receiving notices on behalf of the Holders under this Agreement or the Purchase Agreement; and (g) for the purpose of defending all indemnity claims contemplated herein or in the Purchase Agreement, consenting to, compromising or settling all such indemnity claims, and conducting negotiations with the Purchaser under this Agreement. 14.2 For certainty, the assumption by the Representative of the responsibilities set out in this Article 14 does not make the Representative personally responsible for amounts owing by any of the Holders hereunder except in the Representative’s capacity as a Holder. In each such case in this Agreement, the Purchaser will be entitled to direct all communications through, and rely on decisions made by, the Representative. With respect to all such matters, the Representative may: (a) take any and all actions (including without limitation executing and delivering any documents), incur any reasonable costs and expenses for the account of the Holders and make any and all determinations which may be required or permitted to be taken by the Holders under this Agreement; (b) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative under this Agreement; (c) dispute or refrain from disputing any indemnity claims contemplated herein or in the Purchase Agreement ; (d) negotiate and compromise any dispute that may arise under and exercise or refrain from exercising any remedies available under this Agreement; (e) execute any settlement agreement, release or other document with respect to such dispute or remedy; and (f) exercise such rights, power and authority as are incidental to the foregoing. Any decision, act, consent or instruction of the Representative shall under this Agreement will constitute a decision of all of the Holders and will be final, binding and conclusive upon each all of such Shareholdersthe Holders, and the Escrow Agent and CBT may Purchaser will be entitled to rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of all of the Holders. 14.3 The limited power of attorney granted hereby is coupled with an interest and will: (a) survive and not be affected by the subsequent death, incapacity, disability, bankruptcy or dissolution, as applicable, of any Holder; and (b) extend to each Shareholder. The Escrow Agent Holder’s respective and CBT are applicable heirs, executors, administrators, legal representatives, successors and assigns, as applicable. 14.4 Each Holder hereby relieved agrees to indemnify, defend and hold harmless the Representative from and against any and all loss, liability or expense (including the reasonable fees and expenses of the Representative’s attorneys) arising out of or in connection with any act or failure to any person for any acts done act of the Representative hereunder, except to the extent that such loss, liability or expense is finally adjudicated to have been primarily caused by them in accordance with such decisionthe gross negligence, act, consent fraud or instruction willful misconduct of the Representative. 14.5 The Representative may resign at any time, effective immediately upon notice to the Purchaser, the Holders and the Company. In the event of the resignation of the Representative, another Person will be appointed by the Holders then holding a majority of the issued and outstanding Shares. Notices or communications to or from the Representative will constitute notice to or from each Holder. 14.6 The Representative may, in all questions arising hereunder, rely on the advice of counsel and the Representative will not be liable to anyone for anything done, omitted or suffered by the Representative based on such advice. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations will be read into this Agreement against the Representative. The Representative will not be liable to the Holders for any error of judgment, or any act done or step taken or omitted in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except for his or her own gross negligence or willful misconduct as determined by a court of competent jurisdiction. 14.7 Each Holder will pay its Proportionate Share of all costs and expenses (including those of any legal counsel or other professional retained by the Representative) in connection with the acceptance or administration of the Representative’s duties hereunder, and will reimburse the Representative for any costs or expenses incurred by the Representative pursuant to this Agreement and the Purchase Agreement and any agreements or instruments ancillary to the foregoing.

Representative; Power of Attorney. (a) Each Shareholder By virtue of the execution of this Agreement, each Seller hereby appoints Gethin Xxxxxx initially appoints, as of Peregrine Company Managers Limited the date of this Agreement, the Sellers’ Representative, as his, her or its true and lawful agent and attorney-in-fact to enter into any related agreement and any transactions contemplated by this Agreement and the other Transaction Documents, and to (the "Representative"i) -------------- for such Shareholder to give and receive notices and communicationscommunications to or from Buyer (on behalf of itself or any other Indemnified Party) relating to this Agreement or any of the transactions contemplated hereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a particular Seller), to authorize delivery to CBT of ADSs (ii) consent or Ordinary Shares, as the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, including any indemnification claims pursuant to perform such other Article VII hereof, (iii) assert or make any claim for indemnification or in respect of the earnout obligations and make such other decisions as are set forth in Section 2.4 of the Escrow Disclosure Schedules hereof, and negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any claim related thereto, (iv) amend this Agreement, any other Transaction Document or any other agreement referred to herein or contemplated hereby and to (v) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. Such agency may be changed by , in each case, without having to seek or obtain the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders consent of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholdersany Person under any circumstance. (b) The Buyer shall be entitled to rely exclusively upon the communications of the Sellers’ Representative relating to the foregoing as the communications of the Sellers. Buyer (i) need not be concerned with the authority of the Sellers’ Representative to act on behalf of all of the Sellers, and (ii) shall not be held liable or accountable in any manner for any act done or omitted hereunder as omission of the Sellers’ Representative while acting in good faith and without recklessnesssuch capacity. (c) Upon the Closing, Buyer shall wire to the Sellers’ Representative $50,000 (the “Expense Fund Amount”). The Shareholders Expense Fund Amount shall severally indemnify be held by the Sellers’ Representative in a segregated client account and hold shall be used for the purposes of paying directly or reimbursing the Sellers’ Representative harmless against for any loss, liability or expense incurred without recklessness or bad faith on the part expenses of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunderincurred pursuant to this Agreement, including the reasonable fees and expenses of any legal counsel retained by the Representative. Sellers’ Representative (c) A decisionthe “Expense Fund”). The Sellers’ Representative is not providing any investment supervision, act, consent recommendations or instruction advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Sellers’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Sellers will not receive any interest on the Expense Fund and assign to the Sellers’ Representative any such interest. As soon as reasonably determined by the Sellers’ Representative that the Expense Fund is no longer required to be withheld, the Sellers’ Representative shall be final, binding and conclusive upon distribute the remaining Expense Fund (if any) to the Sellers with each of such Shareholders, and the Escrow Agent and CBT may rely upon any such decision, act, consent or instruction of the Representative as Seller being the decision, act, consent or instruction of each Shareholder. The Escrow Agent and CBT are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representativepaid its Pro Rata Share thereof.

Representative; Power of Attorney. (a) Each Shareholder hereby appoints Gethin Xxxxxx By virtue of Peregrine Company Managers Limited the approval and adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the Stockholders, the acceptance of consideration under this Agreement and/or the completion, execution and delivery of the Letters of Transmittal, each of the Stockholders shall be deemed to have (i) designated Project Laser Holdings, LLC, a Delaware limited liability company, as the representative of the Stockholders (together with such Person’s permitted successors, the “Representative”), and (ii) appointed the Representative as the true and lawful agent and attorney-in-fact of each Stockholder to take any action (or refrain from taking any action) on behalf of the "Representative"Stockholders that is contemplated to be taken by the Representative in that capacity by this Agreement, including to (A) -------------- for such Shareholder to give and receive notices and communications, communications to or from Parent (on behalf of itself or any other Parent Indemnified Party) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by the Stockholders individually); (B) authorize delivery deliveries (including by means of not objecting to CBT claims) to Parent of ADSs or Ordinary Shares, as the case may be, funds from the Escrow Amount in satisfaction of claims by CBTRepresentative Holdback Account; (C) determine and finalize the Final Merger Consideration pursuant to Section 2.5, to (D) object to such deliveries, any claims pursuant to ARTICLE VIII or ARTICLE IX; (E) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (F) assert, to perform such other obligations negotiate, enter into settlements and make such other decisions as are set forth in the Escrow Agreementcompromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party, against the Stockholders, in each case relating to this Agreement or the transactions contemplated hereby or thereby; (G) amend this Agreement; and (H) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by , in each case without having to seek or obtain the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders consent of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agentany Person under any circumstance. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of Person serving as the Representative may be filled replaced at any time by approval the Stockholders who held a majority of the holders shares of a majority in interest of Company Common Stock immediately prior to the Escrow AmountEffective Time. No bond shall be required of the Representative, and the Representative shall not receive no compensation for his or her its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (b) In complying with its obligations pursuant to Section 2.3(c) of this Agreement, the Representative will examine each Letter of Transmittal and Certificate and other supporting documents received to ascertain whether they appear to have been completed and executed in all material respects in accordance with the instructions set forth in such Letter of Transmittal. In the event that the Representative determines that any Letter of Transmittal does not appear to have been properly completed or executed in all material respects, or, if applicable, that a Certificate does not appear to be in proper form for surrender, or any other material irregularity in connection with the surrender appears to exist, the Representative shall consult with Parent for instructions and shall not waive such irregularity in connection with the surrender without prior written approval from Parent. If (i) the number of shares of Company Common Stock that any Letter of Transmittal, Certificate or other supporting document may indicate are owned by a Stockholder is greater than (ii) the number of shares of Company Common Stock that Section 3.3(a) of the Disclosure Letter indicates such Stockholder owned of record, the Representative shall consult with Parent for instructions as to the number of shares of Company Common Stock it is authorized to accept for payment. In the absence of such instructions, the Representative is not authorized to make payment and shall, except as thereafter directed in writing by Parent, continue to hold any Certificates surrendered in connection therewith, the related Letter of Transmittal, and any other supporting documents received with such Certificates. (c) The Representative shall not be liable to any Person for any act done or omitted hereunder as the Representative while acting in good faith and without recklessnessany act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders Representative shall severally indemnify be reimbursed from the Representative and hold the Representative harmless against Holdback Account for any loss, liability or expense incurred without recklessness or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, reasonable expenses (including the reasonable fees of counsel) incurred in the performance of the Representative’s duties hereunder. The Representative shall also use the funds held in the Representative Holdback Account to pay any amounts required to be paid by or on behalf of the Company or the Stockholders, including amounts payable pursuant to Section 2.5(d), Section 8.2(a), Section 9.1(a), Section 9.1(b), Section 9.3(a) or Section 9.6, as well as amounts payable to Phantom Plan Recipients pursuant to Section 2.7 (including the related Transaction Payroll Taxes). Notwithstanding anything to the contrary in this Agreement, if the Representative reasonably believes that payments from the Representative Holdback Account pursuant to this Section 11.1(c) may be made in the future, then the Representative may withhold the estimated amount of such future payments, or any reasonable reserve therefor, from any amounts otherwise required to be distributed to the Stockholders under this Agreement. (d) From and expenses after the Closing, the Representative shall be allowed to continue to pursue the collection of the Indemnity Receivable on behalf of the Company at the expense of the Stockholders and in any legal counsel commercially reasonable manner deemed appropriate by the Representative. Any amounts received by the Representative in respect of the Indemnity Receivable shall be retained by the Representative. (c) A decision, act, consent or instruction and any amounts received by the Company in respect of the Representative Indemnity Receivable shall be final, binding and conclusive upon each paid to the Representative by the Company within five (5) Business Days of such Shareholdersreceipt, and in each case for further payment to the Escrow Agent and CBT may rely upon any such decisionStockholders, actsubject to Section 11.1(c), consent or instruction of the Representative as being the decision, act, consent or instruction of each Shareholder. The Escrow Agent and CBT are hereby relieved from any liability to any person for any acts done by them in accordance with such decisiontheir respective Equity Ownership Percentages and the payment instructions set forth in their respective Letters of Transmittal. The Stockholders shall severally (in accordance with each Stockholder’s Equity Ownership Percentage), actand not jointly, consent indemnify the Parent Indemnified Parties against, and be liable for any and all Losses arising out of, resulting from or instruction in any way related to the subject matter of the Representativethis Section 11.1(d).

Representative; Power of Attorney. (a) Each Shareholder hereby appoints Gethin Xxxxxx By their approval of Peregrine Company Managers Limited the execution and delivery of this Agreement, the Sellers shall be deemed to have irrevocably appointed, authorized and directed the Sellers’ Representative to act as agent the representative, agent, proxy and attorney-in-fact for the Sellers for all purposes under this Agreement, including the full power and authority on the Sellers’ behalf to: (i) negotiate disputes arising under, or relating to, this Agreement and the "Representative"other agreements, instruments and documents contemplated hereby or executed in connection herewith, (ii) -------------- for receive and disburse to the Sellers any funds received on behalf of the Sellers under this Agreement or otherwise, (iii) execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments and documents contemplated hereby or thereby or executed in connection herewith or therewith, (iv) exercise in his, her or its discretion, all rights and powers expressly conferred on the Sellers’ Representative hereunder and (v) take all other actions to be taken by or on behalf of the Sellers in connection with this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith or therewith. The Sellers, by approving this Agreement, further agree that such Shareholder agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions and actions by the Sellers’ Representative shall be binding upon all of the Sellers, and no Seller shall have the right to give object, dissent, protest or otherwise contest the same. The Sellers’ Representative shall have no duties or obligations hereunder except those set forth herein and receive notices such duties and communicationsobligations shall be determined solely by the express provisions of this Agreement. In addition, the Sellers’ Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 6.3, including, at the expense of the Sellers, to authorize delivery retain attorneys, accountants and other advisors to CBT of ADSs or Ordinary Shares, as the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, such claims, to perform such other obligations and make such other decisions as are set forth assist him in the Escrow Agreementperformance of his duties, and/or the exercise of his rights and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoingpowers, hereunder. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and Each Seller shall, only to the identity extent of such Seller’s Pro Rata Indemnification Share, indemnify and defend the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and without recklessness. The Shareholders shall severally indemnify the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, liability damage, cost, Liability or expense actually incurred without recklessness fraud, gross negligence or bad faith on willful misconduct by the part Sellers’ Representative (as determined in a final and non-appealable judgment of the Representative a court of competent jurisdiction) and arising out of or in connection with the acceptance acceptance, performance or administration of the Sellers’ Representative's ’s duties hereunder, including the reasonable fees and under this Agreement. Any expenses of any legal counsel retained or taxable income incurred by the Representative. (c) A decision, act, consent or instruction Sellers’ Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Sellers’ Representative but shall be final, binding payable by and conclusive upon each of such Shareholders, and attributable to the Escrow Agent and CBT may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each Shareholder. The Escrow Agent and CBT are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the RepresentativeSellers based on their respective Pro Rata Indemnification Shares.

Representative; Power of Attorney. (a) Each Shareholder of the Companies and Xxxxxx Xxxxxx hereby appoints Gethin and constitutes Xxxxxx Xxxxxx (the “Representative”) as its true and lawful agent and attorney-in-fact to act for and on behalf of Peregrine Company Managers Limited such party for the purpose of taking any and all actions by such party specified in or contemplated by this Agreement or the Escrow Agreement, including as agent and attorney-in-fact (the "Representative") -------------- for such Shareholder party (i) in connection with any amendment or waiver of any provision of this Agreement pursuant to give Section 12.3; (ii) in connection with the receipt of all agreements, certificates and receive notices other documents at the Closing; (iii) with respect to the matters set forth in Section 3.6 relating to the review of, making any objections to and communicationsreaching agreement on, the Closing Statement and the calculations of the Closing Tangible Net Worth and the TNW Adjustment Amount; (iv) with respect to authorize delivery the matters set forth in Section 3.7 relating to CBT the calculation of ADSs the Average EBITDA Adjustment Amount; (v) for the purpose of collecting from Sellers and paying to Buyer or Ordinary Sharescollecting from Buyer and paying to Sellers, as the case may be, from any amounts required to be paid pursuant to Section 3.6 or Section 3.7; (vi) for the Escrow Amount in satisfaction purpose of giving and receiving notices on behalf of each Company under this Agreement; and (vii) for the purpose of defending all indemnity claims by CBTpursuant to Article 11, to object to such deliveries, to agree consenting to, negotiate, enter into settlements and compromises of, compromising or settling all such indemnity claims, to perform such other obligations and make such other decisions as are set forth in the Escrow conducting negotiations with Buyer under this Agreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and without recklessness. The Shareholders shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without recklessness or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. (c) A Any decision, act, consent or instruction of the Representative under this Agreement or the Escrow Agreement shall constitute a decision of each Company and shall be final, binding and conclusive upon each of such ShareholdersCompany, and the Escrow Agent and CBT may Buyer shall be entitled to rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each ShareholderCompany. (c) The power of attorney granted hereby is coupled with an interest and shall (i) survive and not be affected by the subsequent dissolution or bankruptcy of any Company or the death, incapacity, disability or bankruptcy of Xxxxxx Xxxxxx, and (ii) extend to each Company’s and Xxxxxx Xxxxxx’x successors, permitted assigns, heirs, executors and legal representatives, as applicable. The Escrow Agent and CBT are hereby relieved from any liability In the event Xxxxxx Xxxxxx is unable or unwilling to any person serve as the Representative for any acts done by them in accordance with such decisionreason, actXxxxxx Xxxxxxxxx, consent or instruction Esq. shall serve as the substituted Representative for all purposes of this Agreement and the RepresentativeEscrow Agreement.

Representative; Power of Attorney. (a) 10.11.1 Each Shareholder Vendor hereby appoints Gethin Xxxxxx and constitutes the Representative as its true and lawful agent and attorney-in-fact to act for and on behalf of Peregrine Company Managers Limited the Vendor for the purpose of taking any and all actions by the Vendor specified in or contemplated by this Agreement, including as agent and attorney-in-fact (the "Representative") -------------- for such Shareholder parties: (i) in connection with any termination of this Agreement pursuant to give and receive notices and communications, Section 8.1.1; (ii) in connection with any amendment or waiver of any provision of this Agreement pursuant to authorize delivery to CBT of ADSs or Ordinary Shares, as the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, such claims, to perform such other obligations and make such other decisions as are set forth in the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty Section 10.4; (30iii) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and without recklessness. The Shareholders shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without recklessness or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration receipt of all agreements, certificates and other documents to be delivered by Wolverine at the Closing pursuant to Section 2.7; and (iv) for the purpose of giving and receiving notices on behalf of the Vendors under this Agreement. 10.11.2 For greater certainty, the assumption by the Representative of the responsibilities set out in this Section 10.11 does not make the Representative personally responsible for amounts owing by any of the Vendors hereunder except in the Representative's duties hereundercapacity as a Vendor. In each such case in this Agreement, Wolverine will be entitled to direct all communications through, and rely on decisions made by, the Representative. With respect to all such matters, the Representative may: (i) take any and all actions (including the without limitation executing and delivering any documents), incur any reasonable fees costs and expenses for the account of the Vendors and make any legal counsel retained and all determinations which may be required or permitted to be taken by the Representative. Vendors under this Agreement; (cii) A exercise such other rights, power and authority as are authorized, delegated and granted to the Representative under this Agreement; (iii) negotiate and compromise any dispute that may arise under and exercise or refrain from exercising any remedies available under this Agreement; (iv) execute any settlement agreement, release or other document with respect to such dispute or remedy; and (v) exercise such rights, power and authority as are incidental to the foregoing. Any decision, act, consent or instruction of the Representative shall under this Agreement will constitute a decision of all of the Vendors and will be final, binding and conclusive upon each all of such Shareholdersthe Vendors, and the Escrow Agent and CBT may Wolverine will be entitled to rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of all of the Vendors. 10.11.3 The limited power of attorney granted hereby is coupled with an interest and will: (i) survive and not be affected by the subsequent death, incapacity, disability, bankruptcy or dissolution, as applicable, of any Vendor; and (ii) extend to each Shareholder. The Escrow Agent Vendor's respective and CBT are applicable heirs, executors, administrators, legal representatives, successors and assigns, as applicable. 10.11.4 Each Vendor hereby relieved agrees to indemnify, defend and hold harmless the Representative from and against any and all loss, liability or expense (including the reasonable fees and expenses of the Representative's attorneys) arising out of or in connection with any act or failure to any person for any acts done act of the Representative hereunder, except to the extent that such loss, liability or expense is finally adjudicated to have been primarily caused by them in accordance with such decision, act, consent the gross negligence or instruction willful misconduct of the Representative. 10.11.5 The Representative may resign at any time, effective immediately upon notice to the Vendors and Wolverine. In the event of the resignation of the Representative, another Person will be appointed by a majority of the Vendors. Notices or communications to or from the Representative will constitute notice to or from each Vendor. 10.11.6 The Representative may, in all questions arising hereunder, rely on the advice of counsel and the Representative will not be liable to anyone for anything done, omitted or suffered by the Representative based on such advice. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations will be read into this Agreement against the Representative. The Representative will not be liable to the Vendors for any error of judgment, or any act done or step taken or omitted in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except for his own gross negligence or willful misconduct as determined by a court of competent jurisdiction. 10.11.7 Each Vendor will pay its Proportionate Share of all costs and expenses (including those of any legal counsel or other professional retained by the Representative) in connection with the acceptance or administration of the Representative's duties hereunder, and will reimburse the Representative for any costs or expenses incurred by the Representative pursuant to this Agreement and the Ancillary Agreements and the Contemplated Transactions.

Representative; Power of Attorney. (a) Each Shareholder hereby appoints Gethin Xxxxxx of Peregrine Company Managers Limited as agent and attorney-in-fact (the "Representative") -------------- for such Shareholder to give and receive notices and communications, to authorize delivery to CBT of ADSs or Ordinary Shares, as the case may be, from the Escrow Amount in satisfaction of claims by CBT, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, such claims, to perform such other obligations and make such other decisions as are set forth in the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to CBT; provided that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. The Representative may resign upon not less than thirty (30) days prior written notice to CBT and to all holders of an interest in the Escrow Amount. Any vacancy in the position of the Representative may be filled by approval of the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Representative, and the Representative shall not receive compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and without recklessness. The Shareholders shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without recklessness or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. (c) A decision, act, consent or instruction of the Representative shall be final, binding and conclusive upon each of such Shareholders, and the Escrow Agent and CBT may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each Shareholder. The Escrow Agent and CBT are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.