Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. (1) Subject to this Section 2.8, each of the Vendors hereby appoints the Vendors’ Representative to be the true and lawful attorney in fact or agent of such Vendor and irrevocably grants the Vendors’ Representative a joint power of attorney coupled with an interest to act as the agent of and on behalf of, and in the name of, such Vendor for the purposes of: (a) amending this Agreement, the Escrow Agreement or any agreement or document contemplated by this Agreement; (b) accepting notices on behalf of the Vendors in accordance with this Agreement; (c) granting any consent or approval on behalf of the Vendors under this Agreement; (d) signing any document or agreement referred to or contemplated in this Agreement to be signed by the Vendors, including the Escrow Agreement and any receipts; and (e) taking any and all other actions and doing any and all other things provided in, or contemplated by, this Agreement to be performed by any of the Vendors. This power of attorney is coupled with an interest and cannot be revoked by any Vendor without the consent of the Vendors’ Representative and the Purchaser. (2) The Vendors’ Representative shall act as the joint agent for all Vendors, shall have the authority to bind each such Vendor in accordance with this Agreement, and the Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon thirty (30) days’ prior written notice to the Purchaser. (3) If the Vendors’ Representative resigns from his position as a Vendors’ Representative, dies or otherwise loses capacity to act as a Vendors’ Representative, then, unless the Vendors representing a majority of the Purchased Shares approve one or more replacement Vendors’ Representative within sixty (60) days of such cessation, resignation or loss, the term “Vendors’ Representative” as used in this Agreement and any agreement or document referred to or contemplated in this Agreement shall be deemed to refer to the Vendors.

Vendors’ Representative. (1) 9.1 Subject to this Section 2.8clause 9.5, each of the Vendors hereby Vendor 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 Securities and Exchange Commission. 9.1.1 to negotiate, compromise, agree and settle any Acquisition Dispute with the Purchaser on its behalf; 9.1.2 to act on its behalf in relation to any matter which this agreement expressly provides to be the true and lawful attorney in fact agreed or agent of such Vendor and irrevocably grants the Vendors’ Representative a joint power of attorney coupled with an interest to act as the agent of and on behalf of, and in the name of, such Vendor for the purposes of: (a) amending this Agreement, the Escrow Agreement or any agreement or document contemplated by this Agreement; (b) accepting notices on behalf of the Vendors in accordance with this Agreement; (c) granting any consent or approval on behalf of the Vendors under this Agreement; (d) signing any document or agreement referred to or contemplated in this Agreement to be signed done by the Vendors' Representative (including, including without limitation, in relation to the Escrow Agreement 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 receipts; and (e) taking adjustment to the Initial Consideration. 9.2 Without prejudice to clause 9.1, each Vendor irrevocably agrees that any and all Notice, consent or agreement, election, demand or other actions and doing any and all other things provided in, or contemplated by, this Agreement action to be performed given, made or taken by any of such Vendor (whether individually or with others) under or in connection with this agreement may be given, made or taken on its behalf by the Vendors. This power of attorney is coupled with an interest and cannot be revoked by any ' Representative. 9.3 Each Vendor without irrevocably: 9.3.1 (subject to clause 9.5) undertakes to the consent of Purchaser that the Vendors’ ' Representative has and the Purchaser. (2) The Vendors’ Representative shall act as the joint agent for all Vendors, shall have retain the authority to bind each such Vendor it in accordance with this Agreement, relation to the matters referred to in clauses 9.1 and 9.2 ("Relevant Matters"); 9.3.2 agrees that the Purchaser may shall be entitled to rely on such appointment and authority until any Notice or communication in writing provided by the receipt of notice of 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 appointment of a successor upon thirty (30) days’ prior written notice Vendors' Representative to the Purchaser. (3) If the Vendors’ Representative resigns from his position as a Vendors’ Representative, dies or otherwise loses capacity Purchaser in relation to act as a Vendors’ Representative, then, unless the Vendors representing a majority of the Purchased Shares approve one or more replacement Vendors’ Representative within sixty (60) days of such cessation, resignation or loss, the term “Vendors’ Representative” as used in this Agreement and any agreement or document referred to or contemplated in this Agreement Relevant Matter shall be deemed (unless the context requires otherwise) to refer to be provided by the Vendors' Representative as agent for all of the Vendors.

Vendors’ Representative. (1) Subject to this Section 2.8, each of the Vendors Each Vendor hereby irrevocably appoints the Vendors’ Representative as agent and attorney- in-fact for each such Vendor, for and on behalf of each such Vendor, with full power and authority to be the true and lawful attorney in fact or agent of such represent each Vendor and irrevocably grants such Vendor’s successors and assigns with respect to all matters arising under this Agreement and the Transaction Documents and all actions taken by the Vendors’ Representative a joint under this Agreement or such Transaction Documents will be binding upon each such Vendor and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Vendors’ Representative has full power of attorney coupled with an interest to act as the agent of and authority, on behalf ofof each Vendor and such Vendor’s successors and assigns, to interpret the terms and in the name of, such Vendor for the purposes of: (a) amending provisions of this Agreement, the Escrow to dispute or fail to dispute any claim under this Agreement or such Transaction Documents, to negotiate and compromise any agreement dispute that may arise under this Agreement or document contemplated such Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Vendor will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Vendors’ Representative signs on behalf of such Vendor. All decisions, actions and instructions by this Agreement; (b) accepting notices the Vendors’ Representative, including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the right to object, dissent, protest or otherwise contest the same. The Vendors jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken by the Vendors’ Representative on behalf of the Vendors in accordance with this Agreement; (c) granting any consent is not binding on, or approval enforceable against, the Vendors. Purchaser has the right to rely conclusively on behalf the instructions and decisions of the Vendors under this Agreement; (d) signing Vendors’ Representative as to the settlement of any document claims for indemnification by Purchaser pursuant to Article 6 hereof, or agreement referred to or contemplated in this Agreement any other actions required to be signed taken by the Vendors’ Representative hereunder, including and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the Escrow Agreement and any receipts; and (e) taking any and all other actions and doing any and all other things provided in, instructions or contemplated by, this Agreement to be performed by any decisions of the Vendors’ Representative. This power The appointment of attorney the Vendors’ Representative is an agency coupled with an interest and cannot is irrevocable and any action taken by the Vendors’ Representative pursuant to the authority granted in this Section 8.01 is effective and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed by the Corporation or the Purchaser, [redacted personal identifying information] automatically shall cease to be revoked the Vendor’s Representative effective as of the last day of [redacted personal identifying information] employment by the Corporation or the Purchaser, and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the Vendors’ Representative as agent and attorney-in-fact for each such Vendor herunder . The death or incapacity, or dissolution or other termination of existence, of any Vendor without does not terminate the consent authority and agency of the Vendors’ Representative (or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and the Purchaser. (2) The Vendors’ Representative shall act as the joint agent for all Vendors, shall have the authority to bind successors of each such Vendor in accordance with this AgreementVendor, and any references in this Agreement to a Vendor or the Purchaser may rely on such appointment Vendors means and authority until includes the receipt of notice of the appointment of a successor upon thirty (30) days’ prior written notice successors to the Purchaser. (3) If the Vendors’ Representative resigns from his position as a Vendors’ Representativerights hereunder, dies or otherwise loses capacity whether pursuant to act as a Vendors’ Representative, then, unless the Vendors representing a majority of the Purchased Shares approve one or more replacement Vendors’ Representative within sixty (60) days of such cessation, resignation or losstestamentary disposition, the term “Vendors’ Representative” as used in this Agreement laws of descent and any agreement distribution or document referred to or contemplated in this Agreement shall be deemed to refer to the Vendorsotherwise.

Vendors’ Representative. (1a) Subject to this Section 2.8, each Each of the Vendors hereby irrevocably appoints and authorizes the Vendors’ Representative to take the actions, and execute and deliver such documents and instruments, that are provided or contemplated to be the true taken, executed, and lawful attorney in fact or agent of such Vendor and irrevocably grants delivered by the Vendors’ Representative a joint power of attorney coupled with an interest to act as the agent of and on behalf of, and in the name of, such Vendor for the purposes of: (a) amending this Agreement. Each Vendor hereby agrees to ratify and confirm everything that the Vendors’ Representative does in connection with or pursuant to this Agreement. The Purchaser is entitled to rely upon, the Escrow Agreement or without any agreement liability whatsoever, any action taken, omission, or document contemplated or instrument executed and delivered, by this Agreement; the Vendors’ Representative without making inquiry of any of the other Vendors. (b) accepting notices on behalf of As among the Vendors and the Vendors’ Representative, the Vendors’ Representative 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 Agreement; (c) granting any consent or approval on behalf of clause 18.17, and will be indemnified by the Vendors under this Agreement; (d) signing from and against any document or agreement referred to or contemplated in this Agreement to be signed losses incurred by the Vendors’ Representative in the performance of his duties as such in the absence of bad faith, including the Escrow Agreement and any receipts; and (e) taking any and all other actions and doing any and all other things provided ingross negligence, or contemplated by, this Agreement to be performed by any of wilful misconduct on the Vendors. This power of attorney is coupled with an interest and cannot be revoked by any Vendor without the consent part of the Vendors’ Representative 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. (2) The Vendors’ Representative shall act as the joint agent for all Vendors, shall have the authority to bind each such Vendor in accordance with this Agreement, and the Purchaser may rely on such appointment and authority until the receipt of notice ’s acquisition of the appointment shareholdings of a successor upon thirty (30) days’ prior written notice to Magnus Donners from the Purchaser. (3) If the MD Vendors’ Representative resigns from his position . Tropical Rain Nominees Pty Limited ACN 090 822 683 as a Vendors’ Representativetrustee for The Vinecombe Absolutely Entitled Trust c/o Collotype Labels, dies or otherwise loses capacity to act ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Facsimile: Attention: 350,903 MBO Shares 16.50%* Vinecombe Tropical Rain Nominees Pty Limited ACN 090 822 683 as a Vendors’ Representativetrustee for The Frankhuisen Absolutely Entitled Trust c/o Collotype Labels, then▇▇▇ ▇▇▇▇▇ ▇▇▇▇, unless the Vendors representing a majority of the Purchased ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Facsimile: Attention: 350,903 MBO Shares approve one or more replacement Vendors’ Representative within sixty (60) days of such cessation16.50%* Frankhuisen Tropical Rain Nominees Pty Limited ACN 090 822 683 as Trustee for The ▇▇▇▇▇ Absolutely Entitled Trust c/o Collotype Labels, resignation or loss▇▇▇ ▇▇▇▇▇ ▇▇▇▇, the term “Vendors’ Representative” as used in this Agreement and any agreement or document referred to or contemplated in this Agreement shall be deemed to refer to the Vendors.▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Facsimile: Attention: 350,903 MBO Shares 16.50%* ▇▇▇▇▇

Vendors’ Representative. (1a) Subject 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 this Section 2.8, each of the Vendors hereby appoints and that consent may be given by the Vendors’ Representative to be the true and lawful attorney in fact or agent of such Vendor and irrevocably grants the Vendors’ Representative a joint power of attorney coupled with an interest to act as the agent of for and on behalf of, and in the name of, such of that Vendor for the purposes of: (a) amending this Agreement, the Escrow Agreement or any agreement or document contemplated by this Agreement; (b) accepting notices on behalf of all the Vendors in accordance with this Agreement; (cas applicable); (ii) granting any consent the Purchaser may rely on the exercise, decision, action, notice or approval on behalf of the Vendors under this Agreement; (d) signing any document or agreement referred to or contemplated in this Agreement to be signed by the Vendors, including the Escrow Agreement and any receipts; and (e) taking any and all other actions and doing any and all other things provided in, or contemplated by, this Agreement to be performed by any of the Vendors. This power of attorney is coupled with an interest and cannot be revoked by any Vendor without the 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 the PurchaserPurchaser may rely on any notice given to the Vendors’ Representative (such notice being deemed to have been given to all the Vendors); (iii) the 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 Sellers in accordance with this clause 3.5. (2b) The Vendors: (i) agree to be bound by all acts and omissions of 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 waive any rights they have or may have to make or bring a Claim against the Vendors’ Representative in relation to the exercise of any power for and on behalf of any of the Vendors. (c) The Vendors’ Representative shall act be J▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other entity or person as notified by the joint agent for all Vendors, shall have the authority to bind each such Vendor in accordance with this Agreement, and the Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon thirty (30) days’ prior written notice Vendors to the Purchaser. (3) If the Vendors’ Representative resigns from his position as a Vendors’ Representative, dies or otherwise loses capacity to act as a Vendors’ Representative, then, unless the Vendors representing a majority of the Purchased Shares approve one or more replacement Vendors’ Representative within sixty (60) days of such cessation, resignation or loss, the term “Vendors’ Representative” as used in this Agreement and any agreement or document referred to or contemplated in this Agreement shall be deemed to refer to the Vendors.