Common use of Shareholder Agent of the Shareholders; Power of Attorney Clause in Contracts

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company Act), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In Effective on the event that the Plan of Arrangement is approved by the shareholders of the Companydate hereof, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall be appointed each Company Shareholder hereby appoints Xxxx Xxxxxxxxx as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company Act), for and on behalf of shareholders of the Companyeach Company Shareholder, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Indemnification Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to enter into amendments and supplements to this Agreement or any ancillary agreement, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds more than fifty percent (50%) interest in the Escrow Indemnification Fund agree to such removal and to the identity of the substituted shareholder agent. In addition, Shareholder Agent may resign as Shareholder Agent upon thirty (30) days prior written notice to Parent and the Company Shareholders, provided that such resignation shall not be effective until a successor Shareholder Agent is elected by the Company Shareholders in accordance with this Agreement. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest more that fifty percent (50%) of the Escrow Indemnification Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the CompanyCompany Shareholders. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent based on such advice, the Shareholder Agent shall not be liable to anyone. The Shareholder Agent 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 Shareholder Agent. (iii) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall Armoxx Xxxxxxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActCalifornia Code), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent Broadcom of shares of Parent Broadcom Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by ParentBroadcom, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 thirty (30) days prior written notice to ParentBroadcom; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent based on such advice, the Shareholder Agent shall not be liable to anyone. The Shareholder Agent 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 Shareholder Agent. (iii) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the CompanyShareholders, effective upon such vote, and without further act of any shareholderShareholder, Morgxx Xxxrdy Michael Canning shall be appointed as agent and attorney-in-fact for exxx Xxxxxxxxxxx (the "Shareholder AgentSHAREHOLDER AGENT") for each shareholder of the Company (except such shareholdersShareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActCalifornia Law), for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than 30 days thirty (30) days' prior written notice to Parent; provided, however, provided that the Shareholder Agent may not be changed or removed unless holders of a two-thirds interest in of the Escrow Fund agree to such removal and to the identity of the a substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his its services; provided, however, that the Shareholder Agent shall be entitled to all reasonable and documented out-of-pocket expenses not exceeding $20,000 as incurred in its capacity as Shareholder Agent from the Escrow Fund and after all Losses of the Indemnified Parties required to be indemnified under this Agreement have been reimbursed to them out of the Escrow Fund in accordance with this Agreement and the Escrow Agreement, but prior to the distribution of the Escrow Fund to Shareholders pursuant to the Escrow Agreement, any reasonable expenses in excess of $20,000 shall be reimbursed first from the Escrow Fund at the Termination Date if the Escrow Fund has sufficient balance, and then from the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent. (iii) In order to induce the Shareholder Agent to act in such capacity, the Shareholder Agent: (A) shall not be under any duty to give greater consideration to the interest of any Shareholder or Shareholders than to that of any other Shareholder or Shareholders; (B) may act in reliance upon any statement (oral or written), instrument or signature believed by the Shareholder Agent to be genuine and may assume that any such statement, instrument or signature purportedly given by any Shareholder in connection with this Agreement has been given by such Shareholder; (C) shall not be liable to the Shareholders for any mistake of fact or error in judgment or for any acts of omission of any kind unless by the Shareholder Agent's own gross negligence, bad faith or willful misconduct; (D) shall not be required to make any representation as to the validity, value or genuineness of any document or instrument held by the Shareholder Agent or delivered by the Shareholder Agent; (E) shall not be obligated to risk its own funds in the course of performing as Shareholder Agent; and (F) shall not have any duties or responsibilities except those expressly set forth in this Agreement or any Related Agreement to which the Shareholder Agent is a party and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Shareholder Agent.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall Alan X. Xxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActCalifornia Code), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agentShareholder Agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. (iii) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Companyapproved, effective upon such vote, and without further act of any shareholderShareholder, Morgxx Xxxrdy shall Greg Xxxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company Shareholder (except such shareholdersShareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActCalifornia Law), for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest in of the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his or her services; provided, however, that, subject to the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(c) hereof, the Shareholder Agent shall be entitled to all reasonable and documented out-of-pocket expenses incurred in service in his capacity from the Escrow Fund prior to any payments to the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Asset Acquisition is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall Ezra Xxxxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company Act)Company, for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent Broadcom of shares of Parent Broadcom Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by ParentBroadcom, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 thirty days prior written notice to ParentBroadcom; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent based on such advice, the Shareholder Agent shall not be liable to anyone. The Shareholder Agent 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 Shareholder Agent. (iii) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall Jamex Xxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActCalifornia Code), for and on behalf of shareholders of the Company, to give and 60 67 receive notices and communications, to authorize delivery to Parent Broadcom of shares of Parent Broadcom Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by ParentBroadcom, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 thirty (30) days prior written notice to ParentBroadcom; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent based on such advice, the Shareholder Agent shall not be liable to anyone. The Shareholder Agent 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 Shareholder Agent. (iii) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall Willxxx X. Xxxxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActCalifornia Code), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company. (ii) The Shareholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall not be liable for any act done read into this Agreement or omitted hereunder as the Escrow Agreement against the Shareholder Agent while acting in good faith and in the exercise of reasonable judgmentAgent.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Companyapproved, effective upon such vote, and without further act of any shareholderShareholder, Morgxx Xxxrdy Xxxxx A.S. Xxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company Shareholder (except such shareholdersShareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActIowa Law), for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest in of the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his or her services; provided, however, that, subject to the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(d) hereof, the -------------- Shareholder Agent shall be entitled to all reasonable and documented out-of- pocket expenses incurred in service in his capacity from the Escrow Fund prior to any payments to the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Morgxx Xxxrdy shall Davix Xxxxxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActCalifornia Code), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent Broadcom of shares of Parent Broadcom Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by ParentBroadcom, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration mediation and comply with orders of courts and awards of arbitrators mediators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 days prior written notice to ParentBroadcom; provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent based on such advice, the Shareholder Agent shall not be liable to anyone. The Shareholder Agent 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 Shareholder Agent. (iii) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Plan of Arrangement Merger is approved by the shareholders of the Companyapproved, effective upon such vote, and without further act of any shareholderShareholder, Morgxx Xxxrdy Xxxxx A.S. Xxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company Shareholder (except such shareholdersShareholders, if any, as shall have perfected their appraisal or dissenters' rights under the BC Company ActIowa Law), for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock or Exchangeable Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest in of the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not -45- 50 receive compensation for his or her services; provided, however, that, subject to the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(d) hereof, the -------------- Shareholder Agent shall be entitled to all reasonable and documented out-of-pocket expenses incurred in service in his capacity from the Escrow Fund prior to any payments to the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.