Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock or other property 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholder. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder shall jointly and severally indemnify the Shareholders Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company and the reasonable assistance of Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) ▇In the event that the Merger is approved, effective upon and as a result of such vote, and without any further act of any shareholder, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ shall be constituted and appointed as agent ("ShareholdersSHAREHOLDERS' AgentAGENT") for and on behalf of the Former Company shareholders Equityholders to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to ParentAcquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholdershareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each The Company shareholder shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' 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 his its duties and exercising his its rights hereunder, provided that the Shareholders' 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 to treat such information confidentially).

Shareholders' Agent. (a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Company shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock or other property 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholdershareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgmentfaith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each The Company shareholder shareholders shall jointly and severally indemnify the Shareholders Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company and the reasonable assistance of Company's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Wei-Ti Liu shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Company shareholders Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock or other property 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholder. (b) Shareholders. The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each The Company shareholder Shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) . The Shareholders' Agent shall have reasonable access to information about Company and the reasonable assistance of Company's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). Wei-Ti Liu hereby agrees to act as the Shareholders' Agent pursuant to the terms hereof.

Shareholders' Agent. (ai) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Company shareholders Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock or other property 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholderShareholders. (bii) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each The Company shareholder Shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (ciii) The Shareholders' Agent shall have reasonable access to information about Company and the reasonable assistance of Company's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby agrees to act as the Shareholders' Agent pursuant to the terms hereof.

Shareholders' Agent. (a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ The Shareholders' Agent shall be constituted and appointed as agent ("the Shareholders' Agent") Agent for and on behalf of the Company shareholders Shareholders to give and receive notices and communications, to authorize delivery to Parent of disbursement by the Parent Common Stock or other property Escrow Agent from the Escrow Fund Account, in satisfaction of claims by Parentan Indemnified Person, 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 agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of any or all of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his her services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholderShareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each The Company shareholder Shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent on the basis of their respective Proportionate Shares and hold him her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his her duties hereunder. (c) The Shareholders' Agent . Nothing in this Section 10.6 shall have reasonable access to information about Company and the reasonable assistance of Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that limit the Shareholders' Agent shall treat confidentially and not disclose Agent's obligations to any nonpublic information from or about Company Indemnified Person pursuant to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).the terms of this ARTICLE X.

Shareholders' Agent. (a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Sayuri Sharper shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company the Target shareholders to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) 10 days' prior written notice to ParentAcquiror and the Escrow Agent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent and Escrow Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the Target shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgmentfaith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Target shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company Target and the reasonable assistance of CompanyTarget's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company shareholders the Target Shareholders to give and receive notices and communicationscommunications (including Target Certificates), to authorize delivery to Parent Acquiror of the Parent Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to ParentAcquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the Target Shareholders. The parties acknowledge that in no event may any individual other than the Shareholder's Agent make any claim against Acquiror pursuant to this Section 8. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Target Shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company Target and the reasonable assistance of CompanyTarget's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of Company shareholders the TransLink Shareholders to give and receive notices and communications, to authorize delivery to Parent Active of the Parent Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by ParentActive, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund Shares from time to time upon not less than ten (10) days' prior written notice to ParentActive. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the TransLink Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgmentfaith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The TransLink Shareholders shall jointly severally and severally pro rata, in accordance with their respective Pro Rata Portions, indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunderunder this Agreement or the Escrow Agreement. (c) The Shareholders' Agent shall have reasonable access to information about Company the TransLink and Active and the reasonable assistance of Companythe TransLink's and Active's officers and employees for purposes of performing his duties and exercising his rights hereunderunder this Section 10.10, provided that the -------- Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company the Subject Companies or Active to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (ai) Warburg, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Equity Partners, L.P. shall be constituted and appointed as agent ("“Shareholders' ’ Agent"”) for and on behalf of Company shareholders the Shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock or other property from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, deliveries to make claims on behalf of the Shareholders pursuant to Section 7.2(e) 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 Shareholders' ’ Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) 10 days' ’ prior written notice to Parent. No bond shall be required of the Shareholders' ’ Agent, and the Shareholders' ’ Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' ’ Agent shall constitute notice to or from each of the Company shareholdershareholders. Shareholders’ Agent shall be under no obligation to forward any information it receives from Parent under Section 1.6(c)(iv) to any Shareholder or otherwise keep the Shareholders informed about matters relating to the development of C31G or the milestones. (bii) The Except for fraud, the Shareholders' ’ Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel ’ Agent. The Shareholders shall be conclusive evidence of such good faith. Each Company shareholder shall jointly and severally indemnify the Shareholders Agent and hold him the Shareholders’ Agent harmless against any loss, liability or expense incurred without gross negligence or in the absence of bad faith or fraud on the part of the Shareholders' ’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunderunder this Agreement. (ciii) The Shareholders' ’ Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's ’s officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' ’ 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 to treat such information confidentially).

Shareholders' Agent. (a) In the event that the Reorganization is approved, effective upon and as a result of such vote, and without any further act of any shareholder, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ ▇. shall be constituted and appointed as agent ("ShareholdersSHAREHOLDERS' AgentAGENT") for and on behalf of the Former Company shareholders Equityholders to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to ParentAcquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholdershareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each The Company shareholder shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' 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 his its duties and exercising his its rights hereunder, provided that the Shareholders' 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 to treat such information confidentially).

Shareholders' Agent. (a) ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Company shareholders Shareholders to give and receive notices and communications, to authorize delivery release to Parent of the Parent Common Stock Indemnification Shares (or other property from the Escrow Fund some portion thereof) in satisfaction of claims by Parent, to object to such deliveriesreleases, to agree to, negotiate, defend, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund Indemnification Shares from time to time upon not less than ten (10) days' prior written notice to Parent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services, but shall be entitled to reimbursement from Parent of reasonable and documented out-of-pocket expenses (including reasonable legal fees) in an aggregate amount not to exceed $20,000. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company shareholderShareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each The Company shareholder Shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company Parent and the Surviving Corporation and the reasonable assistance of CompanyParent's and the Surviving Corporation's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company Parent or the Surviving Corporation to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) Parent acknowledges that ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may have a conflict of interest with respect to his duties as Shareholders' Agent, and in such regard will act in the best interests of the Company Shareholders.

Shareholders' Agent. (a) ▇▇▇▇Edwa▇▇ ▇. ▇▇▇▇▇▇▇▇ shall ▇▇▇ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company the Target shareholders to (i) give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 Shareholders' Agent for the accomplishment of the foregoingforegoing and (ii) give and receive notice and take all other actions necessary or desirable to receive and distribute shares of Acquiror Common Stock for the benefit of Target's Shareholders as set forth in, or pursuant to, this Agreement. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' 10 days prior written notice to ParentAcquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his servicesservices rendered. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the Target shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Target shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company Target and the reasonable assistance of CompanyTarget's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) Feli▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall ll be constituted and appointed as agent (the "ShareholdersSHAREHOLDERS' AgentAGENT") for and on behalf of Company shareholders the Former Alyanza Shareholders to give and receive notices and communications, to authorize delivery to Parent Niku of the Parent Common Stock Escrow Shares or Escrow Cash or other property from the Escrow Fund in satisfaction of claims by ParentNiku, 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 Shareholders' Agent for the accomplishment of the foregoing. All actions of the Shareholders' Agent shall be taken jointly, not individually. Such agency may be changed by the holders of a majority in interest of the Escrow Fund Shares from time to time upon not less than ten (10) days' prior written notice to ParentNiku. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the Former Alyanza Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent Agent, as the case may be, while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Former Alyanza Shareholders shall jointly severally and severally pro rata, in accordance with their Pro Rata Portion, indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunderhereunder under this Agreement or the Escrow Agreement. (c) The Shareholders' Agent shall have reasonable access to information about Company Alyanza and Niku and the reasonable assistance of CompanyAlyanza's and Niku's officers and employees for purposes of performing his their duties and exercising his their rights hereunderunder this Article X, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company Alyanza or Niku to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) Jose▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company the Target shareholders to give and receive notices and communications, to authorize delivery to Parent Acquiror of the Parent Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) 10 days' prior written notice to ParentAcquiror. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the Target shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Target shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company Target and the reasonable assistance of CompanyTarget's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) ▇▇By virtue of their approval of the Merger and this Agreement, the Merger Shareholders shall have approved, among other matters, the indemnification and escrow terms set forth in Section 9 and shall irrevocably appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as their agent for purposes of Section 9 (the "Shareholders' Agent") for and on behalf of Company shareholders to give and receive notices and communications, to authorize delivery to Parent of the Parent Common Stock Stock, cash or other property from the Escrow Fund in satisfaction of claims by ParentFund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to such indemnification claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Parent▇▇▇▇ ▇. No bond shall be required of ▇▇▇▇▇▇▇ hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal 1. If for any reason there is no Shareholders' Agent at any time, and all references herein to the Shareholders' Agent shall receive no compensation for his servicesbe deemed to refer to the Indemnitors. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholder. (b) The Shareholders' Agent shall not be liable responsible for any act done or omitted hereunder thereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Merger Shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him the Shareholders' Agent harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his the Shareholders' Agent's duties hereunder. (c) The , including the reasonable fees and expenses of any legal counsel or other professional retained by the Shareholders' Agent. By virtue of their approval of the Merger and this Agreement, the Merger Shareholders hereby agree to pay all costs and expenses, including those of any legal counsel or other professional retained by the Shareholders' Agent, in connection with the acceptance and administration of the Shareholders' Agent's duties hereunder. Subject to the prior right of Parent to make claims for Damages, the Shareholders' Agent shall have reasonable access the right to information about Company recover from the Escrow Fund prior to any distribution to the Merger Shareholders, any costs and the reasonable assistance expenses, including those of Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that any legal counsel or other professional retained by the Shareholders' Agent shall treat confidentially Agent, in connection with the acceptance and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)administration of the Shareholders' Agent's duties hereunder.

Shareholders' Agent. (a) Roch▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall ll be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of Company the MBR shareholders to give and receive notices and communications, to authorize delivery to Parent Quest of the Parent Quest Common Stock or other property from the Escrow Fund in satisfaction of claims by ParentQuest, to settle any other claims for indemnification, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) 10 days' prior written notice to ParentQuest. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the MBR shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The MBR shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company MBR and the reasonable assistance of CompanyMBR's officers and employees for purposes of performing his its duties and exercising his its rights hereunder; provided, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).Agent

Shareholders' Agent. (a) Herb▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall ll be constituted and appointed as agent ("ShareholdersSHAREHOLDERS' AgentAGENT") for and on behalf of Company shareholders the Former Platform Shareholders to give and receive notices and communications, to authorize delivery to Parent ESS of the Parent Common Stock Escrow Shares or other property from the Escrow Fund in satisfaction of claims by ParentESS, to object to such deliveries, to sell in the open market all or any portion of the Escrow Shares as instructed in writing by all of the Former Platform Shareholders, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to ParentESS. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the Former Platform Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Former Platform Shareholders shall jointly severally and severally pro rata, in accordance with their Pro Rata Portion, indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunderhereunder under this Agreement or the Escrow Agreement. (c) The Shareholders' Agent shall have reasonable access to information about Company Platform and ESS and the reasonable assistance of CompanyPlatform's and ESS' officers and employees for purposes of performing his duties and exercising his rights hereunderunder this Article X, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company Platform or ESS to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholders' Agent. (a) ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be constituted and appointed as agent (the "Shareholders' Agent") for and on behalf of Company shareholders the Shareholders to give and receive notices and communications, to authorize delivery to Parent SportsLine of the Parent Common Stock Escrow Shares, Escrow Cash or other property from the Escrow Fund in satisfaction of claims by Parentindemnification claims, 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 Shareholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time Shares upon not less than ten (10) days' prior written notice to ParentSportsLine and the Escrow Agent. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each Company shareholderof the Shareholders. (b) The Shareholders' Agent shall not be liable for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company shareholder The Shareholders shall jointly and severally indemnify the Shareholders Shareholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholders' Agent shall have reasonable access to information about Company SportsLine and the reasonable assistance of CompanySportsLine's and the Surviving Corporation's officers and employees for purposes of performing his duties and exercising his rights hereunder; provided, provided that the Shareholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Company SportsLine or the Surviving Corporation to anyone (except on a need to know basis to individuals who agree to treat such information confidentiallyin accordance with Section 15.11). (d) A decision, act, consent or instruction of the Shareholders' Agent shall constitute a decision of all of the Shareholders for whom the Escrow Fund is held and shall be final, binding and conclusive upon each such Shareholder, and the Escrow Agent, SportsLine and the Surviving Corporation may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Shareholder. The Escrow Agent, SportsLine and the Surviving Corporation 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 Shareholders' Agent. (e) The Shareholders' Agent shall receive no compensation for his services; provided, that all reasonable out-of-pocket expenses of the Shareholders' Agent ("Agent Expenses") shall be paid by the Shareholders.