Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. (a) 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 that consent may be given by the Vendors’ Representative for and on behalf of that Vendor or all the Vendors (as applicable); (ii) the Purchaser may rely on the exercise, 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 the Purchaser 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. (b) 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 be J▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other entity or person as notified by the Vendors to the Purchaser.

Vendors’ Representative. (a1) The Subject to this Section 2.8, each of 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 that consent may be given by hereby appoints the Vendors’ Representative for 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 that Vendor or all the Vendors in accordance with this Agreement; (as applicable); c) granting any consent or approval on behalf of the Vendors under this Agreement; (iid) signing any document or agreement referred to or contemplated in this Agreement to be signed by the Purchaser may rely on Vendors, including the exerciseEscrow Agreement and any receipts; and (e) taking any and all other actions and doing any and all other things provided in, decisionor contemplated by, action, notice or 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 relation to any such matters as having been given on behalf of that Vendor or all the Vendors (as applicable) accordance with this Agreement, and the Purchaser may rely on any such appointment and authority until the receipt of notice given of the appointment of a successor upon thirty (30) days’ prior written notice to the Purchaser. (3) If 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 resigns from his position as a Vendor other than a notice given by the Vendors’ Representative; and (iv) , dies or otherwise loses capacity to act as a Vendors’ Representative, then, unless the Purchaser agrees not to challenge Vendors representing a majority of the validity of any act carried out by the Purchased Shares approve one or more replacement Vendors’ Representative on behalf within sixty (60) days of such cessation, resignation or loss, the Sellers in accordance with this clause 3.5. (b) The Vendors: (i) agree to be bound by all acts and omissions of the term “Vendors’ Representative Representative” as used in exercising their rights this Agreement and performing their obligations under any agreement or document referred to or contemplated in 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 Agreement shall be deemed to make or bring a Claim against the Vendors’ Representative in relation refer to the exercise of any power for and on behalf of any of the Vendors. (c) The Vendors’ Representative shall be J▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other entity or person as notified by the Vendors to the Purchaser.

Vendors’ Representative. (a) The Each of 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 hereby irrevocably appoints and authorizes the Vendors: (i) then that power may be exercised by’ Representative to take the actions, and execute and deliver such documents and instruments, that decision may are provided or contemplated to be made bytaken, that action may be performed byexecuted, that notice may be given by or to and that consent may be given delivered by the Vendors’ Representative for in this Agreement. Each Vendor hereby agrees to ratify and on behalf of confirm everything that Vendor or all the Vendors (as applicable); (ii) the Purchaser may rely on the exercise, decision, action, notice or consent of the Vendors’ Representative does in relation connection with or pursuant to any such matters as having been given on behalf of that Vendor or all the Vendors (as applicable) and the Purchaser may rely on any notice given to the Vendors’ Representative (such notice being deemed to have been given to all the Vendors); (iii) the this Agreement. The Purchaser is not bound entitled to act onrely upon, and may in its absolute discretion disregardwithout any liability whatsoever, 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 action taken, omission, or document or instrument executed and delivered, by the Vendors’ Representative on behalf without making inquiry of any of the Sellers in accordance with this clause 3.5other Vendors. (b) The As among the Vendors and the Vendors: (i) agree to be bound by all acts and omissions of ’ Representative, 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 Vendorswill incur no liability for, and the Vendors hereby waive and release the Vendors’ Representative, any rights they have action taken by the Vendors’ Representative, or may have any omission to make or bring a Claim take action, in good faith and in accordance with this clause 18.17, and will be indemnified by the Vendors from and against any losses incurred by the Vendors’ Representative in relation to the exercise performance of any power for and his duties as such in the absence of bad faith, gross negligence, or wilful misconduct on behalf of any 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 The Vinecombe Absolutely Entitled Trust c) The Vendors’ Representative shall be J/o Collotype Labels, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ 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, ▇▇▇ ▇▇▇▇▇ or such other entity or person ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Facsimile: Attention: 350,903 MBO Shares 16.50%* Frankhuisen Tropical Rain Nominees Pty Limited ACN 090 822 683 as notified by the Vendors to the Purchaser.Trustee for The ▇▇▇▇▇ Absolutely Entitled Trust c/o Collotype Labels, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Facsimile: Attention: 350,903 MBO Shares 16.50%* ▇▇▇▇▇

Vendors’ Representative. (a) 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 Each Vendor or hereby irrevocably appoints the Vendors: (i) then that ’ Representative as agent and attorney- in-fact for each such Vendor, for and on behalf of each such Vendor, with full power may be exercised by, that decision may be made by, that action may be performed by, that notice may be given by or and authority to represent each Vendor and that consent may be given 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 for under this Agreement or such Transaction Documents will be binding upon each such Vendor and on behalf such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each of that Vendor or all them. Without limiting the Vendors (as applicable); (ii) generality of the Purchaser may rely on the exerciseforegoing, decision, action, notice or consent of the Vendors’ Representative in relation has full power and authority, on behalf of each Vendor and such Vendor’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim under this Agreement or such Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or such Transaction Documents and to sign any releases or other documents with respect to any such matters as having been given on behalf of that dispute. Each Vendor will be deemed a party or all the Vendors (as applicable) and the Purchaser may rely on a signatory to any notice given to agreement, document, instrument or certificate for which the Vendors’ Representative (signs on behalf of such notice being deemed to have been given to all the Vendors); (iii) the Purchaser is not bound to act onVendor. All decisions, actions and may in its absolute discretion disregard, any notice that is given by a Vendor other than a notice given instructions by the Vendors’ Representative; and (iv) , including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser agrees not Indemnitees pursuant to challenge Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the validity 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 act carried out claim by any Person that an action taken by the Vendors’ Representative on behalf of the Sellers in accordance with this clause 3.5. (b) The Vendors is not binding on, or enforceable against, the Vendors: (i) agree . Purchaser has the right to be bound by all acts rely conclusively on the instructions and omissions decisions of the Vendors’ Representative in exercising their rights and performing their obligations under this agreement; and (ii) indemnify as to the Vendors’ Representative against all Liability arising as a result of or in connection with the exercise in good faith settlement of any power under this agreement claims for indemnification by Purchaser pursuant to Article 6 hereof, or any other actions required to be taken by the Vendors’ Representative on behalf of any one or more Vendorshereunder, and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the Vendors hereby waive any rights they have instructions or may have to make or bring a Claim against decisions of the Vendors’ Representative. The appointment of the Vendors’ Representative in relation is an agency coupled with an interest and is irrevocable and any action taken by the Vendors’ Representative pursuant to the exercise 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 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 power for Vendor does not terminate the authority and on behalf of any agency of the Vendors. ’ Representative (c) or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references in this Agreement to a Vendor or the Vendors means and includes the successors to the Vendors’ Representative shall be J▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or such other entity or person as notified by the Vendors to the Purchaserotherwise.