Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. (a) Each Vendor and Principal hereby appoints the Vendors’ Representative as the agent, proxy and attorney-in-fact for such Vendor and Principal (the “Appointment”), with full power and authority to act on behalf of the Vendors and Principals with respect to the following purposes: (i) making all decisions relating to the distribution of any amounts payable to Vendors under this Agreement, in accordance with the provisions hereof; (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, 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 and be binding upon the respective heirs, executors, legal personal representatives, successors and permitted assigns of the Vendors and Principals, as the case may be. The Vendors’ Representative hereby accepts the Appointment and 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 may be removed and simultaneously replaced with a different Person, whereupon such Person shall thenceforth be the Vendors’ Representative for purposes of this

Vendors’ Representative. (a) Each Vendor of the Vendors hereby irrevocably appoints and Principal hereby appoints authorizes the Vendors’ Representative as to take the agentactions, proxy and attorney-in-fact for execute and deliver such Vendor documents and Principal (instruments, that are provided or contemplated to be taken, executed, and delivered by the “Appointment”), with full power and authority to act on behalf of the Vendors and Principals with respect to the following purposes: (i) making all decisions relating to the distribution of any amounts payable to Vendors under Vendors’ Representative in this Agreement, in accordance with . Each Vendor hereby agrees to ratify and confirm everything that the provisions hereof; (ii) taking all action necessary or appropriate Vendors’ Representative does in connection with or pursuant to this Agreement. The Purchaser is entitled to rely upon, without any liability whatsoever, any action taken, omission, or document or instrument executed and delivered, by the defense and/or settlement Vendors’ Representative without making inquiry of any claims connected to Section 3.1 and 3.3; (iii) taking all necessary or appropriate actions relating to of 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, in each case, relating to the foregoing items (i) through (iii), inclusiveother Vendors. (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 and be binding upon the respective heirs, executors, legal personal representatives, successors and permitted assigns of As among the Vendors and Principals, as the case may be. The Vendors’ Representative hereby accepts the Appointment and 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 AgreementRepresentative, the Vendors’ Representative may will incur no liability for, and the Vendors hereby waive and release the Vendors’ Representative, any action taken by the Vendors’ Representative, or any omission to take action, in good faith and in accordance with this clause 18.17, and will be removed indemnified by the Vendors from and simultaneously replaced with a different Person, whereupon such Person shall thenceforth be against any losses incurred by the Vendors’ Representative in the performance of his duties as such in the absence of bad faith, gross negligence, or wilful misconduct on the part of the Vendors’ Representative. This Item 1 sets forth certain information about CIH Vendors and their shareholdings in CIH. Magnus Donners also owns 1,074,194 MD Shares of CIH, however, those shareholdings are not reflected in this Item 1 because: (i) Magnus Donners is not a CIH Vendor; and (ii) the CIH shareholdings owned by Magnus Donners are being indirectly transferred to Purchaser by Purchaser’s acquisition of the shareholdings of Magnus Donners from the MD Vendors. Tropical Rain Nominees Pty Limited ACN 090 822 683 as trustee for purposes of thisThe Vinecombe Absolutely Entitled Trust c/o Collotype Labels, 000 Xxxxx Xxxx, Xxxx Xxx, XX 0000, Xxxxxxxxx Facsimile: Attention: 350,903 MBO Shares 16.50%* Vinecombe Tropical Rain Nominees Pty Limited ACN 090 822 683 as trustee for The Frankhuisen Absolutely Entitled Trust c/o Collotype Labels, 000 Xxxxx Xxxx, Xxxx Xxx, XX 0000, Xxxxxxxxx Facsimile: Attention: 350,903 MBO Shares 16.50%* Frankhuisen Tropical Rain Nominees Pty Limited ACN 090 822 683 as Trustee for The Xxxxx Absolutely Entitled Trust c/o Collotype Labels, 000 Xxxxx Xxxx, Xxxx Xxx, XX 0000, Xxxxxxxxx Facsimile: Attention: 350,903 MBO Shares 16.50%* Xxxxx

Vendors’ Representative. (a) Each The Vendors agree that when this agreement provides that any power may be exercised by, any decision may be made by, any action may be performed by, any notice may or must be given by or to, or any consent may be given by a Vendor or the Vendors: (i) then that power may be exercised by, that decision may be made by, that action may be performed by, that notice may be given by or to and Principal hereby appoints that consent may be given by the Vendors’ Representative for and on behalf of that Vendor or all the Vendors (as applicable); (ii) the agentPurchaser may rely on the exercise, proxy decision, action, notice or consent of the Vendors’ Representative in relation to any such matters as having been given on behalf of that Vendor or all the Vendors (as applicable) and attorney-in-fact for the Purchaser may rely on any notice given to the Vendors’ Representative (such Vendor and Principal notice being deemed to have been given to all the Vendors); (iii) the “Appointment”), with full power and authority Purchaser is not bound to act on, and may in its absolute discretion disregard, any notice that is given by a Vendor other than a notice given by the Vendors’ Representative; and (iv) the Purchaser agrees not to challenge the validity of any act carried out by the Vendors’ Representative on behalf of the Vendors and Principals with respect to the following purposes: (i) making all decisions relating to the distribution of any amounts payable to Vendors under this Agreement, Sellers in accordance with the provisions hereof; (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, in each case, relating to the foregoing items (i) through (iii), inclusiveclause 3.5. (b) The Appointment, being coupled with an interest, is irrevocable Vendors: (i) agree to be bound by all acts 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 and be binding upon the respective heirs, executors, legal personal representatives, successors and permitted assigns omissions of the Vendors and Principals, as the case may be. The Vendors’ Representative in exercising their rights and performing their obligations under this agreement; and (ii) indemnify the Vendors’ Representative against all Liability arising as a result of or in connection with the exercise in good faith of any power under this agreement by the Vendors’ Representative on behalf of any one or more Vendors, and the Vendors hereby accepts waive any rights they have or may have to make or bring a Claim against the Appointment Vendors’ Representative in relation to the exercise of any power for and shall act as representative on behalf of any of the Vendors and Principals in accordance with this AgreementVendors. (c) Upon written notice delivered by a majority of the Vendors delivered to the Purchaser pursuant to this Agreement, the The Vendors’ Representative may shall be removed and simultaneously replaced with a different Person, whereupon Jxxxxxxxxx Xxxxx or such Person shall thenceforth be other entity or person as notified by the Vendors’ Representative for purposes of thisVendors to the Purchaser.

Vendors’ Representative. (a) Each 13.1 Subject to clause 13.5, each Vendor and Principal hereby irrevocably appoints the Vendors’ Representative as its agent: 13.1.1 to negotiate, agree and/or determine the agentadjustment (if any) to the Initial Consideration to be made in accordance with clause 4 and schedule 9; 13.1.2 to negotiate, proxy compromise, agree and attorney-in-fact for such Vendor and Principal (settle any Acquisition Dispute with the “Appointment”), with full power and authority Purchaser on its behalf; and 13.1.3 to act on its behalf of in relation to any matter which this agreement expressly provides to be agreed or done by the Vendors and Principals Vendors’ Representative. 13.2 Without prejudice to clause 13.1, each Vendor irrevocably agrees that any Notice, consent or agreement, election, demand or other action to be given, made or taken by such Vendor (whether individually or with respect to the following purposes: (iothers) making all decisions relating to the distribution of any amounts payable to Vendors under this Agreement, in accordance with the provisions hereof; (ii) taking all action necessary or appropriate in connection with this agreement may be given, made or taken on its behalf by 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, in each case, relating to the foregoing items (i) through (iii), inclusiveVendors’ Representative. 13.3 Each Vendor irrevocably: 13.3.1 (bsubject to clause 13.5) 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 and be binding upon the respective heirs, executors, legal personal representatives, successors and permitted assigns of the Vendors and Principals, as the case may be. The Vendors’ Representative hereby accepts the Appointment and 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 undertakes to the Purchaser pursuant to this Agreement, that the Vendors’ Representative may has and shall retain the authority to bind it in relation to the matters referred to in clauses 13.1 and l3.2 (“Relevant Matters”); 13.3.2 agrees that the Purchaser shall be removed and simultaneously replaced with a different Personentitled to rely on any Notice, whereupon such Person shall thenceforth be communication, consent or agreement, election, demand or other action in writing provided by the Vendors’ Representative in relation to any Relevant Matter as binding on it; and 13.3.3 agrees that any Notice, communication, consent or agreement, election, demand or other action in writing by the Vendors’ Representative to the Purchaser in relation to any Relevant Matter shall be deemed to be provided by the Vendors’ Representative as agent for purposes all of thisthe Vendors.

Vendors’ Representative. (a) Each 9.1 Subject to clause 9.5, each Vendor and Principal hereby irrevocably appoints the Vendors’ ' Representative as its agent: *** Confidential treatment has been requested for certain portions of this Exhibit. Confidential portions of this Exhibit are designated by [***]. A complete version of this Exhibit has been filed separately with the agentSecurities and Exchange Commission. 9.1.1 to negotiate, proxy compromise, agree and attorney-in-fact for such Vendor and Principal (settle any Acquisition Dispute with the “Appointment”), with full power and authority Purchaser on its behalf; 9.1.2 to act on its behalf of in relation to any matter which this agreement expressly provides to be agreed or done by the Vendors and Principals with respect Vendors' Representative (including, without limitation, in relation to the following purposes: (i) making all decisions relating USA Integration Plan where specified in part 5 of schedule 10); and 9.1.3 to negotiate, agree and/or determine the Earn-Out Consideration and any adjustment to the distribution of Initial Consideration. 9.2 Without prejudice to clause 9.1, each Vendor irrevocably agrees that any amounts payable Notice, consent or agreement, election, demand or other action to Vendors be given, made or taken by such Vendor (whether individually or with others) under this Agreement, in accordance with the provisions hereof; (ii) taking all action necessary or appropriate in connection with this agreement may be given, made or taken on its behalf by 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, in each case, relating to the foregoing items (i) through (iii), inclusiveVendors' Representative. 9.3 Each Vendor irrevocably: 9.3.1 (bsubject to clause 9.5) 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 and be binding upon the respective heirs, executors, legal personal representatives, successors and permitted assigns of the Vendors and Principals, as the case may be. The Vendors’ Representative hereby accepts the Appointment and 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 undertakes to the Purchaser pursuant to this Agreement, that the Vendors’ ' Representative may has and shall retain the authority to bind it in relation to the matters referred to in clauses 9.1 and 9.2 ("Relevant Matters"); 9.3.2 agrees that the Purchaser shall be removed and simultaneously replaced with a different Person, whereupon such Person shall thenceforth be entitled to rely on any Notice or communication in writing provided by the Vendors’ ' Representative in relation to any Relevant Matter as binding on it; and 9.3.3 agrees that any Notice or communication in writing by the Vendors' Representative to the Purchaser in relation to any Relevant Matter shall be deemed (unless the context requires otherwise) to be provided by the Vendors' Representative as agent for purposes all of thisthe Vendors.