Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominate, constitute and appoint Jxxx-Xxxxxx Xxxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominateBy approving the Merger and adopting and approving this Agreement, constitute each shareholder of the Company has designated, and appoint Jxxx-Xxxxxx approved the designation of, Xxxxxxx Xxxx, M.D. and Xxxx van der Burg to jointly act as the agent and true and lawful attorney-in-fact for all shareholders of the Shareholders Company and holders of Vested Options (the "Shareholders' Agent"), with full power of substitution, to act ) and as the attorney in the name, place fact and stead agent for and on behalf of the Shareholders for purposes company shareholders and holders of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or Vested Options with respect to which Purchaser the taking any an all actions and the making of any decisions required or the Companies may be entitled permitted to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation under this Agreement and the Escrow Agreement, including without limitation the power to (i) arbitrate, resolve, settle or compromise any dispute regarding indemnification claims or matters arising out of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf calculation of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser Cash Shortfall Amount and the Companies shall be entitled to deal exclusively with Initial Per Share Amount and (ii) take all actions necessary in the judgment of the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by for the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each accomplishment of the Shareholdersforegoing. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser Each shareholder of the identity Company and each holder of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, Vested Options will be bound by all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred actions taken and all documents executed by the Shareholders' Agent in connection with any of the performance foregoing matters. In performing the functions specified in this Agreement, the Shareholders' Agent will not be liable to any shareholder of the Company or holder of Vested Options in the absence of fraud or willful misconduct on the part of the Shareholders' Agent. If the Shareholders' Agent shall resign or become unable to fulfill his or her duties as such, then the Person with the then largest interest in the Contingent Payment Obligations who is willing to appoint a new Shareholders' Agent shall be borne and paid exclusively by entitled to make such appointment. Expenses of the Shareholders Shareholders' Agent shall be the obligation of the holders of the Company Shares, provided, however, that the Surviving Corporation will, until the earlier of (i) the achievement of Milestone #1, or (ii) January 1, 2004, pay on whatever basis they may agree among themselves. 7.2such holders' behalf (up to a maximum of $250,000) to the Shareholders' Agent the actual, reasonable fees of such Shareholders' Agent as such fees are incurred, provided, further, that the Surviving Corporation shall be entitled to deduct any such advanced fees from any Contingent Payment due after the date of any such advance.

Shareholders' Agent. (a) The Each of the Shareholders hereby irrevocably nominateauthorizes, constitute directs and appoint Jxxx-Xxxxxx Xxxxxxx appoints Xxxx Xxxxx (the “Shareholders’ Agent”) to act as the agent sole and true and lawful exclusive agent, attorney-in-fact and representative of each Shareholder with respect to all matters arising under, in connection with or relating to this Agreement or any of the other Transaction Documents, including, without limitation, (i) asserting, defending, prosecuting, litigating, arbitrating, negotiating, settling, releasing and resolving any matters, claims (including indemnification claims and claims for Losses), differences, disputes and controversies of any nature whatsoever under any of the Transaction Documents, (ii) entering into the Escrow Agreement on behalf of the Shareholders (and, provided that any such amendment or waiver does not disproportionately and adversely affect any Shareholder, amendments of this Agreement or the "Shareholders' Agent"), with full power Escrow Agreement and waivers of substitution, to act in the name, place and stead any of the Shareholders for purposes provisions of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser this Agreement or the Companies may be entitled Escrow Agreement, (iii) determining, giving and receiving notices and processes under any of the Transaction Documents, (iv) performing the rights and duties expressly assigned to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' ’ Agent shall be construed as a valid representation of hereunder and under the Shareholdersother Transaction Documents, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting (v) engaging and employing agents and Representatives on behalf of the Shareholders and the Shareholders’ Agent in connection with all such document has been signed matters under any of the Transaction Documents, (vi) entering into agreements (including releases) on behalf of the Shareholders with respect to any of the foregoing, and (vii) taking all actions and incurring all expenses as the Shareholders’ Agent shall reasonably deem necessary or prudent in connection with any of the foregoing; all on such terms and in such manner as he deems appropriate in his sole and absolute discretion. Any such actions taken, exercises of rights, power or authority, and any decision, determination, waiver, amendment or agreement made by the Shareholders' Agent’ Agent consistent herewith, shall be absolutely and irrevocably binding on each Shareholder as if such Shareholder personally had taken such action, exercised such rights, power or authority or made such decision, determination, waiver, amendment or agreement in such Shareholder’s individual capacity, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding anything Any action required to be taken by a Shareholder hereunder or under any of the contrary contained in this Agreement other Transaction Documents or any such action which a Shareholder, at his or her election, has the Exhibits hereto: (1) Purchaser right to take hereunder or under any of the other Transaction Documents, shall be taken only and exclusively by the Companies Shareholders’ Agent and no Shareholder acting on his own shall be entitled to deal exclusively with the take any such action. The Shareholders' ’ Agent on all Indemnification Matters; and (2) will, in a reasonably prompt manner, provide written notice to each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf Shareholder of any Shareholder action taken by the Shareholders' ’ Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor pursuant to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2authority delegated under this Section.

Shareholders' Agent. (a) The Each of the Shareholders hereby irrevocably nominateauthorizes, constitute directs and appoint Jxxx-Xxxxxx Xxxxxxx appoints Nadaud (the “Shareholders’ Agent”) to act as the agent sole and true and lawful exclusive agent, attorney-in-fact and representative of each Shareholder with respect to all matters arising under, in connection with or relating to this Agreement or any of the Shareholders other Transaction Documents (the "Shareholders' Agent")except that, with full power of substitution, to act in the name, place and stead of the Shareholders solely for purposes of taking this Section 7.8, Transaction Documents shall not be deemed to include the Employment Agreements), including (i) asserting, defending, prosecuting, litigating, arbitrating, negotiating, settling, releasing and resolving any actions in connection with any matters, claims (including indemnification claims and all claims for indemnification because Losses), differences, disputes and controversies of a Breach for which any nature whatsoever under any of the Shareholders may be jointly Transaction Documents, (ii) provided that any such amendment or waiver does not disproportionately and severally liable or with respect to which Purchaser or adversely affect any Shareholder, entering into amendments of this Agreement and waivers of any of the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation provisions of this Agreement on behalf of the Shareholders, only if such action is documented in writing(iii) determining, such document clearly indicates that giving and receiving notices and processes under any of the Transaction Documents, (iv) performing the rights and duties expressly assigned to the Shareholders' ’ Agent is acting hereunder and under the other Transaction Documents, (v) engaging and employing agents and Representatives on behalf of the Shareholders and the Shareholders’ Agent in connection with all such document has been signed matters under any of the Transaction Documents, (vi) entering into agreements (including releases) on behalf of the Shareholders with respect to any of the foregoing, and (vii) taking all actions and incurring all expenses as the Shareholders’ Agent shall reasonably deem necessary or prudent in connection with any of the foregoing; all on such terms and in such manner as he deems appropriate in his sole and absolute discretion. Any such actions taken, exercises of rights, power or authority, and any decision, determination, waiver, amendment or agreement made by the Shareholders' ’ Agent consistent herewith, shall be absolutely and irrevocably binding on each Shareholder as if such Shareholder personally had taken such action, exercised such rights, power or authority or made such decision, determination, waiver, amendment or agreement in such Shareholder’s individual capacity, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Agent will consult with each Shareholder prior to taking any action, and, in a reasonably prompt manner, provide written notice to each Shareholder of any action taken by the Shareholders’ Agent. Notwithstanding anything , pursuant to the contrary contained in authority delegated under this Agreement Section. Any action required to be taken by a Shareholder hereunder or under any of the Exhibits hereto: (1) Purchaser other Transaction Documents or any such action which a Shareholder, at his or her election, has the right to take hereunder or under any of the other Transaction Documents, shall be taken only and exclusively by the Companies Shareholders’ Agent and no Shareholder acting on his own shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on take any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2action.

Shareholders' Agent. (a) The Shareholders Xxxxx Xxxxxxxx, Xxx Xxxx and Xxxxx Xxxx are hereby irrevocably nominateappointed by the shareholders of Peach as their agents for purposes of Section 9 (collectively, constitute and appoint Jxxx-Xxxxxx Xxxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "ShareholdersSHAREHOLDERS' AgentAGENT"), with full power of substitutionand Xxxxx Xxxxxxxx, to act in the name, place Xxx Xxxx and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx Xxxxx Xxxx hereby accepts his or her respective appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything The Shareholders' Agent shall act pursuant to the contrary contained in this Agreement or consensus of the Exhibits hereto: (1) Purchaser and three individuals constituting the Companies Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; matters relating to Section 9, and (2) each Indemnitee shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder shareholder of Peach by any two of the individuals constituting the Shareholders' Agent Agent, and on any other action taken or purported to be taken on behalf of any shareholder of Peach by any two of the individuals constituting the Shareholders' Agent, as fully binding upon such Shareholdershareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; Agent Retainer shall be paid at Closing pursuant to Section 1.5(c). The Shareholders' Agent shall be entitled to seek reimbursement of their reasonable expenses incurred in connection with their obligations under this Agreement, the Escrow Agreement, the Tax Matters Agreement and (3) shall survive related agreements, including reasonable fees and costs of counsel, accountants and other third parties, from the death or incapacity Expense Fund or, if such fund is insufficient to pay for such expenses, from the shareholders jointly and severally, with a right of each contribution on a Pro Rata Basis. If any one of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to individuals constituting the Shareholders' Agent and immediately thereafter shall die or otherwise be unable (whether as a result of a disability or otherwise) or unwilling to fulfill his or her respective responsibilities as agent of the shareholders, then the shareholders representing the beneficiaries of a majority in interest of the amount held in the Escrow Fund shall, within ten (10) days after notice from Parent of such event, appoint a successor for such individual and, promptly thereafter, shall notify Purchaser Parent of the identity of such successor. Any such successor shall succeed to the responsibilities of the individual such successor was appointed to replace as one of the individuals constituting the Shareholders' Agent as Shareholders' Agent hereunderAgent. If for any reason there is no not at least two individuals constituting the Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by shareholders of Peach representing the Shareholders' Agent beneficiaries of a majority in connection with interest of the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by amount held in the Shareholders on whatever basis they may agree among themselves. 7.2Escrow Fund.

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominateFollowing the Effective Time, constitute and appoint Jxxx-Xxxxxx Xxxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation have the authority to act for and on behalf of each of the Shareholders, only if such action is documented in writingincluding, such document clearly indicates that Shareholders' Agent is acting without limitation, to give and receive notices and communications, to act on behalf of the Shareholders and such document has been signed by with respect to any matters arising under this Agreement, the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Escrow Agreement or the Exhibits hereto: (1) Purchaser Exchange Agent Agreement, to negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders and awards of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the Companies shall be entitled to deal exclusively with judgment of the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by for the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each accomplishment of the Shareholdersforegoing. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest In addition to and in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser furtherance of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any timeforegoing, all references herein to the Shareholders' Agent shall be deemed have the right to refer (i) instruct the Escrow Agent to sell, pledge or otherwise dispose of any amounts in any escrow account in accordance with the terms of the Escrow Agreement, (ii) employ accountants, attorneys and other professionals on behalf of the Shareholders. , and (eiii) All incur and pay all costs and expenses incurred by the Shareholders' Agent in connection with related to (A) the performance of his duties and obligations as the Shareholders' Agent hereunder, and (B) the interests of the Shareholders under this Agreement, the Escrow Agreement and the Exchange Agent Agreement. The Shareholders' Agent shall for all purposes be borne deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to Purchaser, the Escrow Agent and paid exclusively the Exchange Agent. Such agency, may be changed by the Shareholders on whatever basis they from time to time upon not less than thirty (30) days prior written notice to Purchaser, the Escrow Agent and the Exchange Agent; provided, however, that the Shareholders' Agent may not be removed unless Shareholders holding at least two-thirds (2/3rds) of the outstanding Company Common Stock immediately prior to the Effective Time agree among themselvesto such removal and to the identity of the substituted Shareholders' Agent. 7.2Any vacancy in the position of the Shareholders' Agent may be filled by approval of the holders of a majority in interest of the Company Common Stock. No bond shall be required of the Shareholders' Agent, and the Shareholders' Agent shall not receive compensation for its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the agency.

Shareholders' Agent. (a) The Non-Designated Shareholders hereby irrevocably nominateappoint Xxxxx Xxxxxxxx, constitute and appoint Jxxx-Xxxxxx Xxxxxxx who also shall have been appointed as the agent and true and lawful attorney-in-fact Designated Shareholders' Agent pursuant to Section 8.1 of the Shareholders Reorganization Agreement, as their agent for purposes of Section 4 hereof (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies Parent shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; matters relating to Section 4 hereof, and (2) each Indemnitee shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Non-Designated Shareholder by the Shareholders' Agent Agent, and on any other action taken or purported to be taken on behalf of any Non-Designated Shareholder by the Shareholders' Agent, as fully binding upon such Non-Designated Shareholder. (c) The Shareholders recognize and intend that In the power event of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by death, disability, incompetency or resignation of the original Shareholders' Agent; and , the Non-Designated Shareholders shall, within thirty (330) days after notice from Parent, by a majority-in-interest designate another successor Shareholders' Agent or agents, as the case may be (the "Successor Shareholders' Agent") who shall survive the death or incapacity of each have all of the Shareholders. (d) At their discretionrights, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor powers and authority conferred to the Shareholders' Agent pursuant to this Agreement and immediately thereafter notify Purchaser of the identity of such successor. Any such successor who shall succeed the have been appointed Shareholders' Agent as pursuant to Section 8.1 of the Reorganization Agreement. Notwithstanding the foregoing, if the Non-Designated Shareholders fail to designate such Shareholders' Agent(s) within such thirty (30) day period, Parent shall be entitled to designate the Successor Shareholders' Agent hereunderfor and on behalf of all of the Non-Designated Shareholders, which Person shall be independent of Parent or its Affiliates or subsidiaries (except that Parent may pay the fees charged and expenses incurred by such Person in the event the Company Shareholders fail to perform the obligations set forth in Section 11(a) of the Escrow Agreement and such amounts shall be added as recoverable expenses of Parent). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Non-Designated Shareholders or the Designated Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties , as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2appropriate.

Shareholders' Agent. (a) The Shareholders By virtue of the approval of this Agreement by the Company’s shareholders, and without further action of any the Company shareholder, each Company Holder will be deemed to have irrevocably constituted and appointed Shareholder Representative Services LLC, a Colorado limited liability company (and by execution of this Agreement such Person hereby irrevocably nominate, constitute and appoint Jxxx-Xxxxxx Xxxxxxx accepts such appointment) solely in its capacity as the agent and true and lawful attorney-in-fact (“Shareholders’ Agent”) for and on behalf of the Shareholders (the "Shareholders' Agent")Company Holders, with full power of substitution, to act in the name, place and stead of each Company Holder with respect to this Agreement and the Shareholders for purposes Escrow Agreement and the taking by the Shareholders’ Agent of taking any actions in connection with any and all claims for indemnification because actions and the making of a Breach for which the Shareholders may be jointly and severally liable any decisions required or with respect to which Purchaser or the Companies may be entitled permitted to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' ’ Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in under this Agreement or the Exhibits heretoEscrow Agreement, including the exercise of the power to: (1i) give and receive notices and communications under this Section 9 or the Escrow Agreement; (ii) authorize delivery to Purchaser of cash from the Indemnity Portion of Escrow Fund in satisfaction of claims for indemnification made by Purchaser under this Section 9 in satisfaction of any amounts owed to Purchaser under Section 2.13 above; (iii) object to claims for indemnification made by Purchaser under this Section 9; (iv) agree to, negotiate, enter into settlements and the Companies shall be entitled compromises of, and comply with orders of courts with respect to deal exclusively claims for indemnification made by Purchaser under this Section 9; (v) agree to, negotiate, enter into settlements and compromises of, and comply with the Shareholders' Agent on all Indemnification Mattersorders or otherwise handle any other matters described in Section 2.13; and (2vi) each Indemnitee shall be entitled to rely conclusively on any document executed take all actions necessary or purported to be executed with respect to any Indemnification Matter on behalf appropriate in the good faith judgment of any Shareholder by the Shareholders' ’ Agent as fully binding upon such Shareholderfor the accomplishment of the foregoing. (c) The Shareholders recognize and intend that the power of attorney granted in this Section 7.1(a): (1) 9.3 is coupled with an interest and is irrevocable; (2) , may be delegated by the Shareholders' Agent; ’ Agent and (3) shall will survive the death or incapacity of each any Company Holder. The identity of the Shareholders. (d) At their discretion’ Agent and the terms of the agency may be changed, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint and a successor Shareholders’ Agent may be appointed, from time to time (including in the event of the death, disability, resignation or other incapacity of the Shareholders' Agent ’ Agent) by Company Holders whose aggregate Company Holders Percentage Interests exceed 50%, and immediately thereafter notify Purchaser of the identity of such successor. Any any such successor shall will succeed the Shareholders' ’ Agent as Shareholders' ’ Agent hereunderunder this Agreement. If for any reason there is no Shareholders' Agent at any time, all references herein to No bond will be required of the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2’ Agent.

Shareholders' Agent. (aa)By virtue of the approval of this Agreement by the Company’s shareholders, and without further action of any the Company shareholder, each Company Holder will be deemed to have irrevocably constituted and appointed Shareholder Representative Services LLC, a Colorado limited liability company (and by execution of this Agreement such Person hereby accepts such appointment) The Shareholders hereby irrevocably nominate, constitute and appoint Jxxx-Xxxxxx Xxxxxxx solely in its capacity as the agent and true and lawful attorney-in-fact (“Shareholders’ Agent”) for and on behalf of the Shareholders (the "Shareholders' Agent")Company Holders, with full power of substitution, to act in the name, place and stead of each Company Holder with respect to this Agreement and the Shareholders for purposes Escrow Agreement and the taking by the Shareholders’ Agent of taking any actions in connection with any and all claims for indemnification because actions and the making of a Breach for which the Shareholders may be jointly and severally liable any decisions required or with respect to which Purchaser or the Companies may be entitled permitted to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' ’ Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in under this Agreement or the Exhibits heretoEscrow Agreement, including the exercise of the power to: (1i) give and receive notices and communications under this Section 9 or the Escrow Agreement; (ii) authorize delivery to Purchaser of cash from the Indemnity Portion of Escrow Fund in satisfaction of claims for indemnification made by Purchaser under this Section 9 in satisfaction of any amounts owed to Purchaser under Section 2.13 above; (iii) object to claims for indemnification made by Purchaser under this Section 9; (iv) agree to, negotiate, enter into settlements and the Companies shall be entitled compromises of, and comply with orders of courts with respect to deal exclusively claims for indemnification made by Purchaser under this Section 9; (v) agree to, negotiate, enter into settlements and compromises of, and comply with the Shareholders' Agent on all Indemnification Mattersorders or otherwise handle any other matters described in Section 2.13; and (2vi) each Indemnitee shall be entitled to rely conclusively on any document executed take all actions necessary or purported to be executed with respect to any Indemnification Matter on behalf appropriate in the good faith judgment of any Shareholder by the Shareholders' ’ Agent as fully binding upon such Shareholderfor the accomplishment of the foregoing. (c) The Shareholders recognize and intend that the power of attorney granted in this Section 7.1(a): (1) 9.3 is coupled with an interest and is irrevocable; (2) , may be delegated by the Shareholders' Agent; ’ Agent and (3) shall will survive the death or incapacity of each any Company Holder. The identity of the Shareholders’ Agent and the terms of the agency may be changed, and a successor Shareholders’ Agent may be appointed, from time to time (including in the event of the death, disability, resignation or other incapacity of the Shareholders’ Agent) by Company Holders whose aggregate Company Holders Percentage Interests exceed 50%, and any such successor will succeed the Shareholders’ Agent as Shareholders’ Agent under this Agreement. No bond will be required of the Shareholders’ Agent. (db)The Shareholders’ Agent will not be liable for any liability, loss, damage, penalty, fine, cost or expense incurred without gross negligence, willful misconduct or bad faith by the Shareholders’ Agent while acting in good faith and arising out of or in connection with the acceptance or administration of his duties under this Agreement (it being understood that any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith). The Company Holders will indemnify, defend and hold harmless the Shareholders’ Agent from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment (collectively, “Agent Losses”) At their discretionarising out of or in connection with the Shareholders’ Agent’s execution and performance of this Agreement and the Escrow Agreement, in each case as such Agent Loss is suffered or incurred; provided, that in the event that any such Agent Loss is finally adjudicated to have been directly caused by the gross negligence, bad faith or willful misconduct of the Shareholders’ Agent, the Shareholders may at any time by simple majority vote (Shareholders’ Agent will reimburse the Company Holders the amount of such majority being determined on indemnified Agent Loss to the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor extent attributable to such gross negligence, bad faith or willful misconduct. If not paid directly to the Shareholders' ’ Agent and immediately thereafter notify Purchaser by the Company Holders, any such Agent Losses may be recovered by the Shareholders’ Agent from (i) the Shareholders’ Agent Expense Portion of the identity Escrow Fund, and (ii) the amounts in the Indemnity Portion and the Adjustment Portion of the Escrow Fund at such successor. Any such successor shall succeed time as remaining amounts would otherwise be distributable to the Company Holders; provided, that while this section allows the Shareholders' ’ Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to be paid from the Shareholders' ’ Agent shall be deemed Expense Portion, the Indemnity Portion or the Adjustment Portion of the Escrow Fund, this does not relieve the Company Holders from their obligation to refer to promptly pay such Agent Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Agent from seeking any remedies available to it at law or otherwise. (e) All In no event will the Shareholders’ Agent be required to advance its own funds on behalf of the Company Holders or otherwise. The Company Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Shareholders’ Agent or the termination of this Agreement. The Shareholders’ Agent will be entitled to recover any out-of-pocket 40 Confidential Treatment Requested costs and expenses reasonably incurred by the Shareholders' ’ Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively actions taken by the Shareholders on whatever basis they may agree among themselvesShareholders’ Agent pursuant to the terms of this Agreement and the Escrow Agreement (including the hiring of legal counsel and financial, tax or accounting advisors and the incurring of any fees and costs related thereto and any expenses related to the Independent Accounting Firm) from the Shareholders’ Agent Expense Portion of the Escrow Fund, without the requirement of any consent or approval by Purchaser. 7.2(c)The Shareholders’ Agent will be entitled to compensation for the Shareholders’ Agent’s service in such capacity pursuant to the terms of that certain Engagement Agreement entered into in connection with this Agreement. 9.4

Shareholders' Agent. (a) The Shareholders Shareholders, pursuant to this Agreement, hereby irrevocably nominate, constitute and appoint Jxxx-Xxxxxx Xxxxxxx Rxxxxxx Xxxxxxxx as the agent Shareholders’ Agent, who shall be the Shareholders’ representative and true and lawful attorney-in-fact of for each Shareholder. The Shareholders’ Agent shall have the Shareholders (the "Shareholders' Agent"), with full power of substitution, authority to act in the name, place for and stead on behalf of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation each of the Shareholders, only if such action is documented in writingincluding without limitation, such document clearly indicates that Shareholders' Agent is acting to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter matters arising under this Agreement, to authorize delivery to the Purchaser of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of any Shareholder courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Shareholders’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders’ Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders’ Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders' Agent as fully binding Shareholders from time to time upon such Shareholder. not less than thirty (c30) The Shareholders recognize and intend days prior written notice to the Purchaser; provided, however, that the power Shareholders’ Agent may not be removed unless all of attorney granted the Shareholders agree to such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) the position of the Shareholders’ Agent may be delegated filled by approval by those Shareholders who hold or held a majority of the Shares prior to the Closing. No bond shall be required of the Shareholders' ’ Agent; , and (3) the Shareholders’ Agent shall survive not receive compensation for its services. Notices or communications to or from the death Shareholders’ Agent shall constitute notice to or incapacity of from each of the Shareholders. (d) At their discretion, Shareholders during the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser term of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2Agreement.

Shareholders' Agent. (a) The Shareholders Shareholder hereby irrevocably nominateappoints Xxxx Xxxxx as his, constitute her or its agent and appoint Jxxx-Xxxxxx Xxxxxxx as the agent for purposes of all matters relating to this Agreement and true and lawful attorney-in-fact of the Shareholders Escrow Agreement (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx Xxxx Xxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies Parent shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; matters relating to this Agreement and (2) each Indemnitee the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize Agent, and intend that the power on any other action taken or purported to be taken on behalf of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated Shareholder by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders, as fully binding upon Shareholder. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to If the Shareholders' Agent and immediately thereafter shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders, then the former shareholders of Company holding a majority of the shares of Parent Common Stock issued in the Merger under Merger Agreement shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Purchaser Parent of the identity of such successor. Any such successor shall succeed become the "Shareholders' Agent as Shareholders' Agent hereunderAgent" in accordance with this Section 4. If for any reason there is no Shareholders' Agent at any time, all references herein to the The Shareholders' Agent shall be deemed to refer to reimbursed by the Shareholders. (e) All Shareholders for his reasonable out-of-pocket expenses incurred by in connection with serving as the Shareholders' Agent under this Agreement and the Escrow Agreement. 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. The Shareholders on whose behalf Holdback Shares were contributed to the Escrow Account shall severally indemnify Shareholders' Agent and hold Shareholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Shareholders' Agent and arising out of or in connection with the performance acceptance or administration of his duties as Shareholders' Agent shall be borne Agent's duties hereunder and paid exclusively under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by the Shareholders on whatever basis they may agree among themselves. 7.2Shareholders' Agent.

Shareholders' Agent. (a) The Shareholders Shareholders, pursuant to this Agreement, hereby irrevocably nominate, constitute and appoint Jxxx-Xxxxxx Xxxxxxx Xxxx X. Xxxx as the agent Shareholders' Agent, who shall be the Shareholders' representative and true and lawful attorney-in-fact for each Shareholder of the Companies. The Shareholders' Agent shall have the authority to act for and on behalf of each of the Shareholders, including without limitation, to amend this Agreement (subject to the limitations set forth in Section 13.8), to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser any matters arising under this Agreement or the Companies may be entitled Ancillary Documents, to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment authorize delivery to the Purchaser and/or Stonepath of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration Proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or Proceedings, and to take all actions necessary or appropriate in the judgment of the Shareholders' AgentAgent for the accomplishment of the foregoing. (b) Any action taken by The Shareholders' Agent shall act as the exclusive negotiating party for this Agreement and all Ancillary Documents. In addition to and in furtherance of the foregoing, the Shareholders' Agent shall be construed as a valid representation have the right to (i) sell, pledge or otherwise dispose of any amounts in any escrow account or other accounts established for the benefit of the Shareholders, only if such action is documented in writing(ii) employ accountants, such document clearly indicates that Shareholders' Agent is acting attorneys and other professionals on behalf of the Shareholders, and (iii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders' Agent hereunder, and (B) the interests of the Shareholders under this Agreement and the Ancillary Documents. The Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such document has been signed time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to the Purchaser; provided, however, that the Shareholders' Agent may not be removed unless holders of two-thirds (2/3) interest in the Companies agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval of the holders of a majority in interest in the Companies' common stock. No bond shall be required of the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser , and the Companies shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed not receive compensation for its services. Notices or communications to refer to the Shareholders. (e) All expenses incurred by or from the Shareholders' Agent in connection with the performance shall constitute notice to or from each of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2during the term of the agency.

Shareholders' Agent. (a) The Company and the Shareholders hereby irrevocably nominate, constitute appoint Stevx Xxxxxxxxxx xx their agent and appoint Jxxx-Xxxxxx Xxxxxxx as the agent for the Indemnitors for purposes of all matters relating to Section 1.9, Section 10 and true and lawful attorney-in-fact of the Shareholders Escrow Agreement (the "ShareholdersSHAREHOLDERS' AgentAGENT"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby Stevx Xxxxxxxxxx xxxeby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies Parent shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; matters relating to Section 1.9, Section 10 and (2) each Indemnitee the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder or Indemnitor by the Shareholders' Agent Agent, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such ShareholderShareholder or Indemnitor. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and immediately thereafter Indemnitors, then the Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Purchaser Parent of the identity of such successor. Any such successor shall succeed become the "Shareholders' Agent as Shareholders' Agent hereunderAgent" in accordance with this Section 11.2. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as The Shareholders' Agent shall be borne reimbursed out of the Holdback Shares for his reasonable out-of-pocket expenses incurred in connection with serving as the Shareholders' Agent under this Agreement and paid exclusively by the Escrow Agreement. 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. The Shareholders on whatever basis they may agree among themselves. 7.2whose behalf Holdback Shares were contributed to the Escrow Account shall severally indemnify Shareholders' Agent and hold Shareholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Shareholders' Agent and arising out of or in connection with the acceptance or administration of Shareholders' Agent's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by Shareholders' Agent.

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominate, constitute and appoint Jxxx-Dx. Xxxxx Xxxxxx Xxxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of executing any documents under this Agreement (including amendments thereto) and taking any actions in connection with any and all claims for indemnification because of a Breach for which the Principal Shareholders may be jointly and severally liable or with respect to which Purchaser Parent, Acquisition Sub or the Companies Company may be entitled to be indemnified paid under the Bank Guarantee ("Indemnification Matters"). Jxxx- Dx. Xxxxx Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders or the Principal Shareholders, as the case may be, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders or the Principal Shareholders, as the case may be, and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser Parent, Acquisition Sub and the Companies Company shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification MattersMatters (and other matters specifically set forth in this Agreement); and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL the Company Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser Parent of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominateFor purposes of this Agreement and the Escrow Agreement, constitute Target’s shareholders, without any further action on the part of any such shareholder, shall be deemed (by virtue of the approval of the Merger and appoint Jxxx-Xxxxxx adoption of the Agreement) to have consented to the appointment of Xxxx Xxxxxxx (“Shareholders’ Agent”) as the agent and true and lawful representative of such shareholders, as the attorney-in-fact for and on behalf of each such shareholder, and the Shareholders (taking by the "Shareholders' Agent"), with full power ’ Agent of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all actions and the making of any decisions required or permitted to be taken by him under or contemplated by this Agreement or the Escrow Agreement, including but not limited to the power to give and receive notices and communications, to authorize delivery to Acquiror of the cash from the Escrow Fund in satisfaction of claims for indemnification because by Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of a Breach for which the Shareholders may be jointly courts and severally liable or awards of arbitrators with respect to which Purchaser such claims, and to take all actions necessary or appropriate in the Companies may be entitled judgment of the Shareholders’ Agent for the accomplishment of the foregoing. The Shareholders’ Agent (by virtue of the approval of the Merger and adoption of the Agreement) is hereby authorized by Target’s shareholders to be indemnified ("Indemnification Matters")act on their behalf as required hereunder and under the Escrow Agreement. Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Accordingly, the Shareholders' Agent’ Agent has unlimited authority and power to act on behalf of each such shareholder with respect to this Agreement and the Escrow Agreement, and the disposition, settlement or other handling of all indemnity or other claims contemplated by this Agreement. (b) Any action Actions and decisions taken by the Shareholders' ’ Agent shall be construed as binding upon each of Target’s shareholders. Such agency may be changed by the holders of a valid representation majority in interest of the ShareholdersEscrow Fund from time to time, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by upon prior written notice to Acquiror. Notices or communications to or from the Shareholders' Agent. Notwithstanding anything ’ Agent shall constitute notice to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of from each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2Target shareholders.

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominateAt the Closing, constitute Shareholder Representative Services LLC shall be constituted and appoint Jxxx-Xxxxxx Xxxxxxx appointed as the Shareholders’ Agent by virtue of the Company Shareholders’ execution of this Agreement or a Joinder Agreement. The Shareholders’ Agent shall be the representative, agent and true attorney-in-fact for all purposes in connection with this Agreement and lawful any agreements ancillary hereto for and on behalf of the Indemnifying Parties including without limitation to: (i) execute, as the Shareholders’ Agent, this Agreement, the Escrow Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Party, to or from Parent or Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement, the Escrow Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Party individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim funds from the Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article 9, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Parties, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Parties in accordance with the terms hereof and in the manner provided herein and (viii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Acquirer and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Shareholders’ Agent, or any subsequent appointee, and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Party and as having the Shareholders (the "Shareholders' Agent")duties, with full power of substitution, to act and authority provided for in the name, place this Section 9.7. The Indemnifying Parties shall be bound by all actions taken and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken documents executed by the Shareholders' ’ Agent shall be construed as a valid representation of the Shareholdersin accordance with this Agreement, only if such action is documented in writingand Parent, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser Acquirer and the Companies shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee other Indemnified Persons shall be entitled to rely conclusively exclusively on any document executed action or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each decision of the Shareholders’ Agent. (d) At their discretion, the Shareholders The Shareholders’ Agent may resign at any time. The Person serving as the Shareholders’ Agent may be removed or replaced from time by simple majority vote (to time, or if such majority being determined on Person resigns from its position as the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint Shareholders’ Agent, then a successor to may be appointed, by the Shareholders' Agent and immediately thereafter notify Purchaser holders of a majority in interest of the identity aggregate amount of such successor. Any such successor shall succeed cash then held in the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason Escrow Fund (or, in the event that there is no Shareholders' Agent at any time, all references herein cash then held in the Escrow Fund by the Indemnifying Parties collectively having an Pro Rata Share greater than fifty percent (50%)) upon not less than 30 days’ prior written notice to Acquirer. No bond shall be required of the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2’ Agent.

Shareholders' Agent. (a) The By virtue of their approval of this Agreement, the Selling Shareholders hereby shall have approved, among other matters, the indemnification terms set forth in Section 11 and shall irrevocably nominate, constitute and appoint Jxxx-Xxxxxx Xxxxxxx Theodore D. Inoue as the their agent and true and lawful attorney-in-fact of the Shareholders (the "SHAREHOLDERS' AGENT") (i) for pxxxxxxx xx Xxxxxxn 11 to give and receive notices and communications, to authorize release to the Purchaser of cash from the General Escrow Fund or Tax Escrow Fund, as applicable, to object to such release, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing and (ii) in the judgment of the Shareholders' Agent"), with full power of substitution, to act in the nameenter into any amendments to, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or side agreements with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters")to, this Agreement. Jxxx- Xxxxxx Xxxxxxx Theodore D. Inoue hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' AgentXxxxx. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies Xxx Xxxxxxser shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; matters relating to this Agreement, and (2) each Indemnitee shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder Selling Shareholders by the Shareholders' Agent Agent, and on any other action taken or purported to be taken on behalf of any Selling Shareholders by the Shareholders' Agent, as fully binding upon such ShareholderIndemnitor. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to If the Shareholders' Agent and immediately thereafter shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Selling Shareholders, then the Selling Shareholders shall, within thirty (30) days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify the Purchaser of the identity of such successor. Any such successor shall succeed become the "Shareholders' Agent as Shareholders' Agent hereunderAgent" for purposes of this Agreement. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2,

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominateRxxxxx X. Xxxx, constitute Xx. is constituted and appoint Jxxx-Xxxxxx Xxxxxxx appointed as the agent and true and lawful attorney-in-fact of the Shareholders (the "“Shareholders' ’ Agent"), with full power of substitution, to act in the name, place ”) for and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Company Preferred Shareholders and Principal Shareholders to give and receive notices and communications, to authorize delivery to Acquiror of the portion of the Escrow Amount from the Escrow Fund in satisfaction of claims by Acquiror, to object to such document has been signed 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 Company Stock from time to time upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Shareholders' ’ Agent. Notwithstanding anything to , and the contrary contained Shareholders’ Agent shall receive reasonable compensation for services, fees and expenses incurred in good faith arising out of or in connection with the acceptance or administration of his duties under this Agreement or the Exhibits hereto: (1) Purchaser Escrow Agreement, such compensation, fees and the Companies expenses shall be entitled deducted from the Escrow Fund. Notices or communications to deal exclusively with or from the Shareholders' ’ Agent on all Indemnification Matters; and (2) each Indemnitee shall be entitled constitute notice to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of from each of the Company Preferred Shareholders and the Principal Shareholders. (d) At their discretionIf the Shareholders’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Company Preferred Shareholders and the Principal Shareholders, then Company Preferred Shareholders may at any time by simple majority vote (and the Principal Shareholders shall, within ten days after such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) death or disability, appoint a successor to the Shareholders' Agent and immediately thereafter agent and, promptly thereafter, shall notify Purchaser Acquiror of the identity of such successor. Any such successor shall succeed become the “Shareholders' Agent as Shareholders' Agent hereunder’ Agent” for purposes of this Agreement and the Escrow Agreement. If for any reason there is no Shareholders' ’ Agent at any time, all references herein to the Shareholders' ’ Agent shall be deemed to refer to the Principal Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2.

Shareholders' Agent. (a) The Shareholders hereby irrevocably nominateAt the Closing, constitute Fortis Advisors LLC shall be constituted and appoint Jxxx-Xxxxxx Xxxxxxx appointed as the Shareholders’ Agent by virtue of the Company Shareholders’ execution of this Agreement or a Joinder Agreement and without any further action of any of the Company Shareholders or the Company. The Shareholders’ Agent shall be the representative, exclusive agent and true attorney-in-fact for all purposes in connection with this Agreement, the Escrow Agreement, the Paying Agent Agreement, the Shareholders’ Agent Engagement Agreement and lawful any agreements ancillary hereto and thereto for and on behalf of the Indemnifying Parties including without limitation to: (i) execute, as the Shareholders’ Agent, this Agreement, the Escrow Agreement, the Paying Agent Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Party, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Party individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim funds from the Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this ARTICLE 9, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Parties, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Parties in accordance with the terms hereof and in the manner provided herein and (viii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Shareholders’ Agent shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement, the Paying Agent Agreement and in the Shareholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Shareholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Shareholders’ Agent shall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or other party. Acquirer and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Shareholders’ Agent, or any subsequent appointee, and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Party and as having the Shareholders (the "Shareholders' Agent")duties, with full power of substitution, to act and authority provided for in the name, place this Section 9.7. The Indemnifying Parties and stead of the Shareholders for purposes of taking any their successors shall be bound by all actions in connection with any taken and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken documents executed by the Shareholders' ’ Agent shall in accordance with this Agreement, the Escrow Agreement the Paying Agent Agreement or the Shareholders’ Agent Engagement Agreement as if expressly confirmed and ratified in writing by the Indemnifying Parties, all defenses which may be construed as a valid representation available to any Indemnifying Party to contest, negate or disaffirm the action of the Shareholders’ Agent taken in good faith under this Agreement, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Escrow Agreement or the Exhibits hereto: (1) Purchaser Shareholders’ Agent Engagement Agreement are waived, and Acquirer and the Companies shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; and (2) each Indemnitee other Indemnified Persons shall be entitled to rely conclusively exclusively on any document executed action or purported to be executed with respect to any Indemnification Matter on behalf decision of any Shareholder by the Shareholders' ’ Agent. The powers, immunities and rights to indemnification granted to the Shareholders’ Agent as fully binding upon such Shareholder. Group hereunder: (ci) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is are coupled with an interest and is irrevocable; (2) may shall be delegated by irrevocable and survive the Shareholders' Agent; death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (3ii) shall survive the death delivery of an assignment by any Indemnifying Party of the whole or incapacity any fraction of each his, her or its interest in the Escrow Fund. The Shareholders’ Agent may resign at any time. The Person serving as the Shareholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Shareholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Escrow Fund (or, in the event that there is no cash then held in the Escrow Fund by the Indemnifying Parties collectively having an Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. No bond shall be required of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2’ Agent.

Shareholders' Agent. (a) The Shareholders Shareholder hereby irrevocably nominateappoints Xxxxxx X. Xxxxxx as his, constitute her or its agent and appoint Jxxx-Xxxxxx Xxxxxxx as the agent for purposes of all matters relating to this Agreement and true and lawful attorney-in-fact of the Shareholders Escrow Agreement (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx X. Xxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies Parent shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters; matters relating to this Agreement and (2) each Indemnitee the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize Agent, and intend that the power on any other action taken or purported to be taken on behalf of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated Shareholder by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders, as fully binding upon Shareholder. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to If the Shareholders' Agent and immediately thereafter shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders, then the former shareholders of Company holding a majority of the Merger Shares shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Purchaser Parent of the identity of such successor. Any such successor shall succeed become the "Shareholders' Agent as Shareholders' Agent hereunderAgent" in accordance with this Section 4. If for any reason there is no Shareholders' Agent at any time, all references herein to the The Shareholders' Agent shall be deemed to refer to reimbursed by the Shareholders. (e) All Shareholders for his reasonable out-of-pocket expenses incurred by in connection with serving as the Shareholders' Agent under this Agreement and the Escrow Agreement. 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. The Shareholders on whose behalf Holdback Shares were contributed to the Escrow Account shall severally indemnify Shareholders' Agent and hold Shareholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Shareholders' Agent and arising out of or in connection with the performance acceptance or administration of his duties as Shareholders' Agent shall be borne Agent's duties hereunder and paid exclusively under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by the Shareholders on whatever basis they may agree among themselves. 7.2Shareholders' Agent.

Shareholders' Agent. (a) The Shareholders Each Shareholder hereby irrevocably nominateappoints JMasel ------------------- as his, constitute and appoint Jxxx-Xxxxxx Xxxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders her or its representative (the "Shareholders' Agent")) and the attorney- in-fact for and on behalf of each such Shareholder, with full power of substitution, to act in and the name, place and stead of the Shareholders for purposes of taking any actions in connection with any and all claims for indemnification because of a Breach for which the Shareholders may be jointly and severally liable or with respect to which Purchaser or the Companies may be entitled to be indemnified ("Indemnification Matters"). Jxxx- Xxxxxx Xxxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall of any and all actions and the making of any decisions required or permitted to be construed as a valid representation taken by him under this Agreement, the Share Purchase Indemnification Escrow Agreement and the Registration Rights Agreement, including the exercise of the Shareholderspower to (i) execute the Share Purchase Indemnification Escrow Agreement and the Registration Rights Agreement, only if such action is documented in writing, such document clearly indicates that Shareholders' Agent is acting on behalf (ii) authorize delivery to Parent of the Shareholders and such document has been signed by the Shareholders' Agent. Notwithstanding anything Share Purchase Indemnification Escrow Amount, or any portion thereof, in satisfaction of any Survival Period Indemnification Claims asserted prior to the contrary contained first anniversary of the Closing Date, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any Survival Period Indemnification Claims, (iv) resolve any Survival Period Indemnification Claims and (v) take all actions necessary in this Agreement or the Exhibits hereto: (1) Purchaser and the Companies shall be entitled to deal exclusively with judgment of the Shareholders' Agent on for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Share Purchase Indemnification Matters; Escrow Agreement and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Registration Rights Agreement. Accordingly, the Shareholders' Agent as fully binding upon has unlimited authority and power to act on behalf of and conclusively and finally bind each Shareholder with respect to this Agreement, the Registration Rights Agreement and the Share Purchase Indemnification Escrow Agreement and the disposition, settlement or other handling of all Survival Period Indemnification Claims, rights or obligations arising from and taken pursuant to each such Shareholderagreement. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may will be delegated bound by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in LCP NL Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred actions taken by the Shareholders' Agent in connection with this Agreement, the performance Share Purchase Indemnification Escrow Agreement or the Registration Rights Agreement, and Parent shall be entitled to rely on any action or decision of the Shareholders' Agent. The Shareholders' Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct. In all questions arising under this Agreement, the Registration Rights Agreement or the Share Purchase Indemnification Escrow Agreement, the Shareholders' Agent may rely on the advice of counsel, and the Shareholders' Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Shareholders' Agent based on such advice. The Shareholders' Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him or her. At any time, Shareholders entitled to receive 51% or more of the Parent Shares, determined at the Closing Date, may appoint a new Shareholders' Agent by written consent by sending notice and a copy of the written consent appointing such new Shareholders' Agent signed by such Shareholder to Parent, the Shareholder's Agent, each of the other Shareholders and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and the Escrow Agent. The Shareholders shall jointly and severally indemnify the Shareholder's Agent for any loss, liability or expense incurred by the Shareholders Agent (other than from willful misconduct or gross negligence) arising in connection with the acceptance or administration of his duties as hereunder. Parent shall grant Shareholders' Agent shall be borne reasonable access to information about the Parent and paid exclusively the Company and reasonable assistance from Parent's and the Company's officers and directors for purposes of performing his duties hereunder, subject to standard confidentiality obligations by the Shareholders on whatever basis they may agree among themselves. 7.2Agent.