Common use of Board Composition Clause in Contracts

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder Shareholder, as long as the aggregate number of common shares owned by the Shareholders represents a majority of the issued and outstanding common shares of the Corporation, agrees to vote all of his, her or its Shares common shares in the Company Corporation (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special such shareholders meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board of Directors (the “Board:”): (ai) AIL Xxxxx Xxx or his Permitted Assigns (as hereinafter defined) as long as he or his Permitted Assigns owns common shares shall be entitled to nominate and elect two (2) directors designate one director of the Board of the Company (the “AIL Directors”)Board, which shall be initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.Xxx; (bii) Matrix Xxxxxxx Xxx or his Permitted Assigns (as hereinafter defined) as long as he or his Permitted Assigns owns common shares shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect designate one (1) director of the Board of Board, which shall be initially Xxxxxxx Xxx; and (iii) In addition to the Company directors designated pursuant to Sections 2(a)(i) and (the “Sequoia Director”ii), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted Shareholders hereby agrees to the Board vote their Shares in favor of Directorsany other director nominees approved by Xxxxx Xxx. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder (a) Subject to Section 4.1(f) below, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its Shares shares of the Company’s capital stock having voting power (and any other shares over which he, she or it exercises voting control) in connection with the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, Company and to take such other actions as are necessary so as to fix the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors number of members of the Board of Directors at eight (8) and to elect and continue in office as directors the Company following: (i) one (1) individual nominated by the Founder, who shall initially be Xxxx Xxxxxxx (the “AIL Founder Director”); (ii) one (1) individual nominated by Kodiak, who shall initially be Xxxxxxxxxxx X. Xxxxxxxxx (the “Kodiak Director”); (iii) one (1) individual nominated by Sigma, who shall initially be Xxxxxx X. Xxxxxx (the “Sigma Director”); (iv) one (1) individual nominated by GrandBanks, who shall initially be Xxxx Xxxxx (the “GrandBanks Director”); (v) one (1) individual nominated by Paladin, who shall initially be Xxxxxxx Xxxxxxx (the “Paladin Director”); and (vi) three (3) individuals nominated jointly by the Founder, Kodiak, Sigma, Paladin and GrandBanks, who shall have relevant industry experience and shall not be employed by or affiliated with the Company, the Founder or the Investors or any subsidiary or Affiliate of such Persons, whom shall initially be Xxxxx Osaka, Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx (collectively, the “Outside Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled Each Investor and each Stockholder (and each Permitted Transferee) agrees to nominate vote all of his, her or its shares of the Company’s capital stock having voting power (and elect two (2any other shares over which he, she or it exercises voting control) directors for the removal of any Director upon the request of the party nominating such Director and for the election to the Board of Directors of the Company of a substitute nominated by such party in accordance with the above provisions. Each Investor and each Stockholder further agrees to vote all of his, her or its shares of the Company’s capital stock having voting power (and any other shares over which he, she or it exercises voting control) in such manner as shall be necessary or appropriate to ensure that any vacancy on the “Matrix Directors”), initially to Board of Directors of the Company occurring for any reason shall be Xxxxx Xxxx Xxxxx and Xxxxx Manfilled only in accordance with the provisions of this Section 4. (c) Sequoia The Company shall be entitled to nominate pay each Director for his or her reasonable travel and elect one (1) director other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her services as a member of the Board of Directors, including attending meetings of any committees of the Board of Directors. All Directors who are not employees of the Company (will be equally compensated for their services as a member of the “Sequoia Director”), initially Board of Directors. The Eighth Amended and Restated Certificate of Incorporation and Bylaws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to be Xxxxxxx Xxxxthe fullest extent permitted under applicable state law. The Company shall use its reasonable best efforts to maintain and keep in full force and effect directors’ and officers’ liability insurance with a coverage amount of at least $2,000,000. (d) Yunfeng shall be entitled Neither the Company, the Founder, the Common Holders, the Investors, nor any officer, director, stockholder, partner, member, employee or agent of any such party, makes any representation or warranty as to nominate and elect one (1) director the fitness or competence of the nominee of any party hereunder to serve on the Company’s Board of Directors by virtue of such party’s execution of this Agreement or by the Company (the “Yunfeng Director”), initially act of such party in voting for such nominee pursuant to be Xxxx Xxthis Agreement. (e) Xxxx Xxx, one Any director of the holders of Ordinary Shares, shall Company may be entitled to elect three (3) directors of removed from the Board of Directors in the Company (manner allowed by law and the “Ordinary Share Directors”)Company’s Eighth Amended and Restated Certificate of Incorporation and Bylaws, initially but with respect to be Xxxx Xxxa director designated pursuant to subsections 4(a)(i)-(v) above and subsection 4(f)(ii) below, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each only upon the vote or written consent of the matters submitted stockholders entitled to the Board of Directorsnominate such director. (f) Tiger shall be entitled Upon the conversion in full of the principal and interest due under the Note into Preferred Stock, each Investor and each Stockholder (including any Permitted Transferees) agrees to appoint vote all of his, her or its shares of the Company’s capital stock having voting power (and any other shares over which he, she or it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at nine (9) and to elect and continue in office (i) the directors listed in Sections 4.1(a)(i)-(vi) above and (ii) one (1) observer (individual nominated by the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the BoardNew Investor.

Board Composition. Each Shareholder agrees (a) The Company shall be governed by a Board of Directors. The Board shall (subject to vote all matters that are reserved to shareholders under applicable Law and the Articles) be responsible for the overall direction, supervision and management of his, her or its Shares in the Company Company. (whether now owned or hereafter acquired or which the Shareholder may be empowered to voteb) The Board shall comprise of five (5) directors (each a “Director”), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors except as otherwise is held or pursuant to any mutually agreed by the written consent of each Shareholder. The Shareholders agree that Party B shall have the shareholders, right to appoint three (3) directors (the following persons “Xxxxx Directors”) and Party A shall be elected have the right to the Board: (a) AIL shall be entitled to nominate and elect appoint two (2) directors (the “GNC Directors”). Each Director shall be required to have relevant qualifications, background and financial, inventory, management, commercial and other experience with respect to the Business. Party A and Party B shall consult with one another in good faith regarding the selection of Directors to be appointed to the Board. The Chairman of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors appointed by action of the Board upon the affirmative vote of a majority of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia The right of appointment conferred on the appointer(s) under Section 3.1(b) shall be entitled to nominate and elect one (1) director include the right of the Board appointer(s) to remove at any time from office such person appointed by such appointer(s) as a Director and the right of the Company (the “Sequoia Director”appointer(s) at any time to replace any Director appointed by such appointer(s), initially subject always to be Xxxxxxx Xxxxthe provisions of Section 3.1(b). (d) Yunfeng Each appointment or removal of a Director pursuant to Sections 3.1(b) and 3.1(c) shall be entitled to nominate in writing and elect one (1) director signed by or on behalf of the Board appointer(s) and shall be delivered to the registered office of the Company (the “Yunfeng Director”), initially to be Xxxx XxCompany. (e) Xxxx XxxSubject to applicable Law, one of the holders of Ordinary Shares, each Director shall be entitled to elect three (3) directors appoint an alternate to serve at any Board meeting, and such alternate shall be permitted to attend all Board meetings and vote on behalf of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes director for each of the matters submitted to the Board of Directorswhom she or he is serving as an alternate. (f) Tiger Each Shareholder shall use its respective votes in the Company to ensure that the Board is constituted by persons in the manner set out in this Agreement. (g) Each Director shall, subject to his fiduciary duties and appropriate confidentiality undertakings by the appointer, be entitled to appoint one (1) observer (disclose to his appointer such information concerning the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the BoardGroup as he thinks fit.

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board:. (a) AIL XXX Xxxxxxx (汉雨生) shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Ordinary Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx XxXXX Xxxxxxx (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) Matrix The Investors shall be entitled to nominate and elect two up to six (26) directors of the Board of the Company (the “Matrix Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. XXXX Xxx (c) Sequoia shall be entitled to nominate and elect 赵晋); one (1) director of shall be designated and appointed by NLVC (the Board of the Company “NLVC Director”), initially to be XXXX Xxxx (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be XXXX Xxxxxx (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect ; one (1) director of the Board of the Company (the “Yunfeng Director”)shall be shall be designated and appointed by Evergreen, initially to be Xxxx Xx. RONG Jing (e戎璟) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share DirectorsEvergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have five one (51) vote for each of the matters submitted to the Board of Directors, except XXX Xxxxxxx (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder agrees From and after the Closing Date, Ventures shall vote, or cause to vote be voted, all of hisShares owned by Ventures, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)Ventures has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders the stockholders of Holdings at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders of Holdings, the following persons shall be elected to the Board: (a1) AIL shall be entitled to nominate and elect two Two (2) directors persons designated by holders of the Board Class A partnership interests of Ventures pursuant to the Company (the “AIL Directors”)Ventures Agreement, which individuals shall initially to be Xxxxxxxx Xxxxxxx Xxxxxxx, M.D. and Xxxxx and Xxxxxxxx Xx.Xxxxxxxxx, M.D.; (b2) Matrix shall be entitled to nominate and elect two Two (2) directors persons designated by holders of the Board Class B partnership interests of Ventures pursuant to the Company Ventures Agreement, which individuals shall initially be Xxxx Xxxxxxxx, M.D. and Xxxxxxx Xxxx, M.D.; 3) Three (3) persons designated by holders the “Matrix Directors”)Class C and Class D partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, which individuals shall initially to be Xxxxx Xxxx Xxxxx Xxxxxx Xxxxx, M.D., Xxxxxxx Xxxxxx, M.D. and Xxxxx Man.Xxxx, M.D.; (c4) Sequoia shall be entitled to nominate and elect one One (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of person designated by the holders of Ordinary Sharesthe Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who shall be entitled to elect three (3) directors the Chairman of the Board Board, which individual shall initially be Xxxx Xxxxx, M.D.; and 5) Two (2) persons designated by the holders of the Company Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who shall be “independent directors” within the meaning of the rules of the Nasdaq Capital Market, which individuals shall initially be Xxxxxx Xxxxxxxxx and Xxxx Xxxxx. To the extent that the Board determines to expand its size to eleven (11) directors, such additional director shall be an “independent director” within the “Ordinary Share Directors”meaning of the rules of the Nasdaq Capital Market. Such individual shall initially be designated by the holders of the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement. Upon the resignation or removal of such individual, future independent directors filling this seat shall be designated by a majority of the Board. Notwithstanding anything in Section 1(c)(5) to the contrary, if, prior to the determination to expand the Board to eleven (11) directors, the holders of the Class C and Class D partnership interests of Ventures shall have appointed a successor director to replace an independent director pursuant to the second paragraph of Section 1(e)(2), initially to be Xxxx Xxx, Xxxx Xx then the additional director and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes any replacements for each of the matters submitted to the Board of Directors. (f) Tiger additional director shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings designated by a majority of the Board.

Board Composition. Each Shareholder agrees to vote all of hisOn and after the Closing, her or its Shares in the Company shall have a board of directors (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner “Board”) consisting of nine (9) seats. The Board shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Boardconstituted as follows: (a) AIL The Series A Preferred Majority shall be entitled to nominate jointly appoint and elect remove one (1) director (the “IDG Director”) of the Board, who shall initially be Xxxx Xxxx; (b) The Series B Preferred Majority shall be entitled to jointly appoint and remove one (1) director (the “Qiming Director”) of the Board, who shall initially be XX Xxx; (c) The Series C Preferred Majority shall be entitled to appoint and remove one (1) director which shall be appointed and removed by Tencent (the “Tencent Director”) of the Board; (d) The Series C1/C2 Preferred Majority shall be entitle to jointly appoint and remove two (2) directors of the Board Board, of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix which Legend Capital shall be entitled to nominate appoint and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect remove one (1) director (the “LC Director”) of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng and Loyal Valley shall be entitled to nominate appoint and elect remove one (1) director of the Board of the Company (the “Yunfeng Loyal Valley Director”), initially to be Xxxx Xx.) of the Board; (e) Xxxx XxxThe Series D Preferred Majority shall be entitled to jointly appoint and remove one (1) director (the “CMC Director”, one together with the IDG Director, the Qiming Director, the Tencent Director, the LC Director, and the Loyal Valley Director collectively, the “Preferred Directors” and each a “Preferred Director”) of the holders of Board, who shall initially be Xx. Xx Ruigang; (f) The Ordinary SharesMajority, shall be entitled to elect appoint and remove three (3) directors of the Board of the Company Board, who shall initially be Xu Yi, Xxxx Xxx and Li Ni (the “Ordinary Share Directors”), initially to be Xxxx Xxxof whom, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of be the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings chairman of the Board. The Ordinary Directors shall collectively have six (6) votes.

Board Composition. Each Shareholder agrees (i) From and after the date hereof and prior to vote all the earlier of his(x) a Qualified IPO or (y) the two-year anniversary of the Effective Time (the period beginning on the date hereof and ending on the first to occur of (x) or (y) above, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote“Initial Period”), the Board shall be comprised of ten (10) Directors or such greater number of Directors as may from time to time and at all timesbe determined by the Board. Following the Initial Period, in whatever manner subject to Section 4.1(b)(ii)(x)(B), the Board shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent comprised of the shareholders, number of Directors determined by the following persons shall be elected to GSCP Members holding a majority of the Board:Units held by all GSCP Members. (aii) AIL Subject to Section 4.1(c), (x)(A) during the Initial Period the McJ Members shall be entitled collectively have the right to nominate and elect two designate three (23) directors of the Board of the Company Directors (the persons from time to time designated by the McJ Members in accordance with the foregoing being referred to herein as the “AIL McJ Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (bB) Matrix shall be entitled to nominate from and elect two after the date hereof until the earlier of (2i) directors a Qualified IPO or (ii) the two-year anniversary of the Board of the Company date hereof (the “Matrix RM Initial Period”), (1) the RM Members shall collectively have the right to designate three (3) Directors (the persons from time to time designated by the RM Members in accordance with the foregoing being referred to herein as the “RM Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c2) Sequoia the GSCP Members shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall collectively have the right to designate four (4) Directors, and (y) if a Qualified IPO has not occurred prior to the two-year anniversary of the date hereof, then thereafter, the GSCP Members shall collectively have the right to designate all of the Directors (the persons from time to time designated by the GSCP Members in accordance with the foregoing clauses (x) and (y) being referred to herein as the “GSCP Directors”). One of the GSCP Directors shall be designated by GSCP Institutional and one of the GSCP Directors shall be designated by GSCP Parallel. As of the date hereof, (i) receive any noticesthe GSCP Directors shall initially be Xxxxx Xxxxxxx, documents Xxxx X. Xxxx, Xxxxxxxxxxx A.S. Xxxxxxxx, and information that the Company delivers to the members of the Board and Xxxxx X. Xxxxxxx, (ii) attend the McJ Directors shall initially be X.X. Xxxxxx, III, Xxxxx Xxx, III, and speak at meetings of X. Xxxxxx Xxxxxx, and (iii) the Board.RM Directors shall initially be Xxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxx X.

Board Composition. Each Shareholder agrees to vote all (a) The Company shall be governed by a Board of hisDirectors. The Board shall be the highest authority of the Company, her or its Shares in responsible for the Company overall direction, supervision and management of the Company. (whether now owned or hereafter acquired or which the Shareholder may be empowered to voteb) The Board shall comprise of five (5) directors (each a “Director”), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors except as otherwise is held or pursuant to any mutually agreed by the written consent of each Shareholder. The Shareholders agree that Xxxxx shall have the shareholders, right to appoint three (3) directors (the following persons “Xxxxx Directors”) and Party A shall be elected have the right to the Board: (a) AIL shall be entitled to nominate and elect appoint two (2) directors (the “GNC Directors”). The Xxxxx Directors and the GNC Directors serving on the Board shall also serve on, and each Shareholder agrees to appoint such persons to, the board of the HK Company. Each Director shall be required to have relevant qualifications, background and financial, inventory, management, commercial and other experience with respect to the Business. Party A and Xxxxx shall consult with one another in good faith regarding the selection of Directors to be appointed to the Board. The Chairman of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors appointed by action of the Board upon the affirmative vote of a majority of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia The right of appointment conferred on the appointer(s) under Section 3.1(b) shall be entitled to nominate and elect one (1) director include the right of the Board appointer(s) to remove at any time from office such person appointed by such appointer(s) as a Director and the right of the Company (the “Sequoia Director”appointer(s) at any time to replace any Director appointed by such appointer(s), initially subject always to be Xxxxxxx Xxxxthe provisions of Section 3.1(b). (d) Yunfeng Each appointment or removal of a Director pursuant to Sections 3.1(b) and 3.1(c) shall be entitled to nominate in writing and elect one (1) director signed by or on behalf of the Board appointer(s) and shall be delivered to the registered office of the Company (the “Yunfeng Director”), initially to be Xxxx XxCompany. (e) Xxxx XxxEach Director shall, one of subject to his fiduciary duties and appropriate confidentiality undertakings by the holders of Ordinary Sharesappointer, shall be entitled to elect three (3) directors of disclose to his appointer such information concerning the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of DirectorsGroup as he thinks fit. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder agrees to vote (a) In any and all elections of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent members of the shareholdersBoard, each Stockholder shall vote or cause to be voted all Shares owned by it, or over which it has voting control, and otherwise use its respective best efforts, so as to fix the following persons shall be elected number of members of the Board at nine (9) and, subject to the Boardprovisions of paragraph (b) below, to elect: (ai) AIL shall be entitled to nominate and elect two three (23) directors members of the Board designated by MTG, one of whom shall continue to serve as a Co-Chairman of the Company Board for so long as MTG has the right under paragraph (b) below to designate at least one (1) member of the Board; (ii) three (3) members of the Board designated by Telcrest, one of whom, initially, shall be the current Co-Chairman of the Board designated by Alfa (who shall continue to serve as Co-Chairman of the Board for so long as he continues in the sole discretion of Telcrest to be a Director) and thereafter, subject to the following provisos, one of whom shall continue to serve as a Co-Chairman of the Board for so long as Telcrest has the right under paragraph (b) below to designate at least one (1) member of the Board; provided that any future designee of Telcrest who is to serve as a Co-Chairman shall be a high profile Russian citizen with a good reputation within the business community in Russia as determined by Telcrest in its reasonable discretion; and (iii) three (3) additional members of the Board (the “AIL Independent Directors”)) designated by a simple majority of the entire Board as then constituted, initially to each of whom shall be Xxxxxxxx Xxxxx “independent” for audit committee purposes under the applicable rules and Xxxxxxxx Xxregulations of the Securities and Exchange Commission and the Marketplace Rules, and at least one of whom shall be a “Financial Expert” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the Marketplace Rules. (b) Matrix Notwithstanding anything in paragraph (a) to the contrary, Telcrest shall be entitled not designate to nominate and elect two (2) directors of the Board in accordance with paragraph (a) above any person who is, or who has been within the two year period prior to such designation, primarily engaged in the operations of RenTV, Channel 1, Channel 5 or the Video International business (it being understood that individuals who (i) have served only (and do not continue to serve) as non-employee consultants or advisors with respect to such businesses during the two year period prior to designation, and (ii) have not served as an employee or non-employee consultant or advisor to the Company (shall not be prohibited from being designated to the “Matrix Directors”Board), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia In addition to the rights of MTG and Telcrest to designate members of the Board pursuant to Section 1.01(a) hereof, any other Stockholder shall have the right to designate one or more members of the Board; provided that the right of any Stockholder to designate one or more members of the Board (including such rights of MTG and Telcrest provided pursuant to Section 1.01(a) hereof) shall be entitled subject to nominate and elect adjustment if the percentage of Shares held by such Stockholder reaches, exceeds or falls below the following thresholds: (i) for so long as it holds at least twenty percent (20%) of the Shares then outstanding, such Stockholder shall have the right to designate three (3) members of the Board; (ii) for so long as it holds less than twenty percent (20%) but at least fifteen percent (15%) of the Shares then outstanding, such Stockholder shall have the right to designate two (2) members of the Board; (iii) for so long as it holds less than fifteen percent (15%) but more than ten percent (10%) of the Shares then outstanding, such Stockholder shall have the right to designate one (1) director member of the Board Board; and (iv) for so long as it holds ten percent (10%) or less of the Company (Shares then outstanding, such Stockholder shall not have a right hereunder to designate any member of the “Sequoia Director”), initially to be Xxxxxxx XxxxBoard. (d) Yunfeng Notwithstanding the foregoing, in no event shall be entitled to nominate and elect one (1) director the aggregate number of members of the Board to be designated by the Stockholders pursuant to the provisions hereof exceed six (6). In the event that, pursuant to the provisions of paragraph (c), the Stockholders would have or acquire rights to designate, in the aggregate, more than six (6) members of the Company Board, then such rights of designation shall only be exercisable in respect of a total of six (6) members of the “Yunfeng Director”)Board, with such rights apportioned among the Stockholders in order of priority reflecting the date on which each such Stockholder initially attained the ownership of Shares in an amount sufficient to afford such Stockholder the right to designate one or more members of the Board under this Agreement. For purposes of the prior sentence, Telcrest shall be Xxxx Xxdeemed to have acquired its shares prior to any other Stockholder other than MTG. (e) Xxxx XxxIn the event that the ownership of Shares held by a Stockholder shall fall below a threshold set out in paragraph (c) above, such Stockholder shall cause one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors or more members of the Board designated by such Stockholder to resign such that, following such resignations, such Stockholder shall have the appropriate level of representation on the Board given its then current ownership of Shares. The vacancy or vacancies created by such resignations shall be filled by a designee of the Company next Stockholder or Stockholders entitled to designate one or more members of the Board in accordance with paragraph (c) above, if any. If there is no other such Stockholder and the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx Stockholders collectively shall have the right to designate fewer than four (4) members of the Board in accordance with paragraph (c) above, the vacancy or vacancies (in the event of a resignation) or other nominees for election (in the event of an election at an annual meeting) shall be filled by one or more additional members of the Board designated by a simple majority of the entire Board as then constituted such that the Board would, following the election of such additional members, comprise not more than seven (7) individuals; provided that such designee(s) shall not be an officer, director or employee of any Stockholder or any Affiliate of a Stockholder or beneficially own, directly or indirectly, five percent (5%) votes for each or more of the matters submitted to the Board outstanding capital stock of Directorsany such Person. (f) Tiger The Stockholders shall be entitled not vote to remove any member of the Board unless the Stockholders are instructed by the Stockholder that designated such Director to remove such Director. (g) Except as provided in paragraph (f) above, the designating Stockholder shall have the exclusive right to appoint one its designee(s) and to remove its designee(s), as well as the exclusive right to fill vacancies created by reason of the death, removal or resignation thereof between annual meetings of stockholders (1other than any resignation required by paragraph (e) observer above). (h) If members of the “Board Observer”are to be elected at a meeting of stockholders, the Company shall provide the Stockholders with at least fifteen (15) Business Days’ prior written notice of any intended mailing of a notice to stockholders for a meeting at which members of the Board are to be elected. Each Stockholder that has a right to designate a member or members of the Board hereunder for election at such meeting of stockholders shall give written notice to the Company and the other Stockholders, no later than ten (10) Business Days after such Company notice, of the person(s) designated by it pursuant to paragraphs (a) and (c) above as nominee(s) for election as member(s) of the Board. The Company agrees that it will, to the extent permitted by applicable laws and the Marketplace Rules as in effect from time to time, nominate and recommend for election as members of the Board, and each of the Stockholders agrees to cause its designees on the Board to cause the nomination of, only the individuals designated, or to be designated, pursuant to paragraphs (a) and (c) above and this paragraph (h). If any Stockholder that has a right to designate a member or members of the Board shall fail to give notice to the Company as provided above, the designees of such Stockholder(s) then serving as member(s) of the Board of shall be deemed to be the Company. The Board Observer shall have the right to designee(s) for re-election. (i) receive For purposes of this Section 1.01, in determining the number of Shares held by a Stockholder, only Shares outstanding shall be included and any noticesShare Equivalent that has not then been exercised, documents and information that the Company delivers to the members converted or exchanged shall be excluded regardless of the Board and (ii) attend and speak at meetings application of the Boardbeneficial ownership rules of Rule 13d-3 under the Exchange Act.

Board Composition. Each Shareholder (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its Shares shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection with the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, Company and to take such other actions as are necessary so as to fix the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors number of members of the Board of Directors at five (5) and to elect and continue in Office as directors the following: (i) three (3) individuals nominated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, Xxxxx Xxxx and Xxxxxxx X. Xxxxx, Xx.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be Xxxxx Xxxxxxx (the “AIL Directors”"Series A Investor Nominee"); and (iii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially to be Xxxxxxxx Xxxxx and Xxxxxxxx XxXxxxxxx (the "Series B Investor Nominee"). (b) Matrix shall be entitled to nominate and elect two (2) directors The Company will ensure that meetings of the Board of the Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx shall reimburse each Director for his or her reasonable travel and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director other reasonable expenses incurred in connection with attending meetings of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director Directors or otherwise in connection with his or her service as a member of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board Directors. The Amended Charter and By-laws of the Company (will provide for exculpation and indemnification of the “Ordinary Share Directors”), initially Directors and limitations on the liability of the Directors to be Xxxx Xxx, Xxxx Xx and Sichuan Zhangthe fullest extent permitted under applicable state law, and Xxxx Xxx the Company shall have five (5) votes for each obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of the matters submitted at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Board of DirectorsInvestors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder agrees (a) The composition of the Board shall be determined as follows: (1) the Noteholder Majority shall have the right to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote)designate, from time to time and at all timestime, in whatever manner shall be necessary one (1) individual (the “Note Purchaser Director”) to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to occupy a position on the Board:, so long as the then outstanding Notes, Ordinary Shares, and Class B Ordinary Shares held by the Noteholder Majority represent (on an as-converted basis) at least 172,861 Ordinary Shares (as appropriately adjusted for share splits and similar events); (a) AIL shall be entitled to nominate and elect two (2) directors of the Board Share Purchaser Majority shall the right to designate, from time to time, one (1) individual (the “Share Purchaser Director” and with the Note Purchaser Director, the “Investor Directors”) to occupy a position on the Board; (3) the shareholders of the Company representing a majority in voting power of the Ordinary Shares shall have the right to designate, from time to time, all of the remaining directors on the Board (the “AIL Ordinary Directors”), initially numbering three or, if the Noteholder Majority or the Share Purchaser Majority is no longer entitled to designate the Note Purchaser Director or the Share Purchaser Director, four or five, as the case may be, provided that at least one of the Ordinary Directors shall be Xxxxxxxx Xxxxx and Xxxxxxxx Xxan independent director in that such director shall not be a Related Party or an employee of any Listco Group Company. For the purposes of this Section 2.2(a)(3) only, the Ordinary Shares of the Company shall exclude the Ordinary Shares issued or issuable upon the conversion of any Class B Ordinary Shares. (b) Matrix Each Group Company shall be entitled cause, and the Founders, Techfaith BVI and Listco shall cause each Group Company to nominate and elect two cause, (2i) the WFOE to have a board of directors of the Board of the Company or similar governing body (the “Matrix DirectorsWFOE Board”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (cii) Sequoia shall be entitled to nominate and elect one (1) director the size of the WFOE Board of the Company (the “Sequoia Director”), initially to at all times be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each directors, and (iii) the composition of the matters submitted WFOE Board to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) at all times consist of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of same persons as directors as those then on the Board.

Board Composition. Each Shareholder agrees to vote all (i) The Board shall consist of his, her twelve (12) Directors or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder such greater number of Directors as may be empowered to vote), from time to time be determined by the Board. From and at all timesafter a Qualified IPO, in whatever manner the Board shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent comprised of the shareholders, number of Directors determined by the following persons shall be elected to GSCP Members holding a majority of the Board:Units held by all GSCP Members. (aii) AIL shall be entitled Subject to nominate Section 4.1(c), (x)(A) from and elect two after the date hereof until the earlier of (2i) directors of the Board of the Company a Qualified IPO or (ii) October 31, 2009 (the “AIL RM Initial Period”), the RM Members shall collectively have the right to designate three (3) Directors (the persons from time to time designated by the RM Members in accordance with the foregoing being referred to herein as the “RM Directors”), initially to be Xxxxxxxx Xxxxx (B) from and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of after the Board of the Company date hereof until a Qualified IPO, (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board ObserverTM Initial Period”) of the Board of the Company. The Board Observer Xxxxxx Xxxxx shall have the right to be a Director (Xxxxxx Xxxxx shall be referred to herein as the “TM Director”), and (C) the GSCP Members shall collectively have the right to designate the remaining Directors, and (y)(A) if a Qualified IPO has not occurred prior to October 31, 2009, the GSCP Members shall thereafter collectively have the right to designate all of the Directors other than the TM Director, and (B) following a Qualified IPO, the GSCP Members shall collectively have the right to designate all of the Directors (the persons from time to time designated by the GSCP Members in accordance with the foregoing clauses (x) and (y) being referred to herein as the “GSCP Directors”). One of the GSCP Directors shall be designated by GSCP Institutional and one of the GSCP Directors shall be designated by GSCP Parallel. As of the date hereof, the Directors shall be (i) receive any noticesXxxxx Xxxxxxx, documents Xxxx X. Xxxx, and information that Xxxxxxxxxxx A.S. Xxxxxxxx (who shall be the Company delivers to the members of the Board and GSCP Directors), (ii) attend X.X. Xxxxxx, III, Xxxxx Xxx, III, and speak at meetings X. Xxxxxx Xxxxxx (referred to herein as the “McJ Directors”), (iii) Xxxxx Xxxxxxx and Xxxxx X. Xxxxxx (who shall be the RM Directors), (iv) Xxxxxx Xxxxx, and (v) Xxxxx X. Xxxxxxx, Rhys J. Best and Xxx X. Rovit (referred to herein as the “Independent Directors”). At all times (including during the RM Initial Period and the TM Initial Period), if the Board elects to increase the number of Directors, such additional Directors will be elected by the GSCP Members holding a majority of the BoardUnits held by all GSCP Members. 1.6. ARTICLE IV of the Agreement is hereby amended by deleting Section 4.1(c) and replacing it with the following:

Board Composition. Each Shareholder agrees (a) The composition of the Board shall be determined as follows: (1) the Noteholder Majority shall have the right to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote)designate, from time to time and at all timestime, in whatever manner shall be necessary one (1) individual (the “Note Purchaser Director”) to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to occupy a position on the Board: , so long as the then outstanding Notes, Ordinary Shares, and Class B Ordinary Shares held by the Noteholder Majority represent (aon an as-converted basis) AIL shall be entitled to nominate at least 172,861 Ordinary Shares (as appropriately adjusted for share splits and elect two similar events); (2) directors of the Board Share Purchaser Majority shall the right to designate, from time to time, one (1) individual (the “Share Purchaser Director” and with the Note Purchaser Director, the “Investor Directors”) to occupy a position on the Board; (3) the shareholders of the Company representing a majority in voting power of the Ordinary Shares shall have the right to designate, from time to time, all of the remaining directors on the Board (the “AIL Ordinary Directors”), initially numbering three or, if the Noteholder Majority or the Share Purchaser Majority is no longer entitled to designate the Note Purchaser Director or the Share Purchaser Director, four or five, as the case may be, provided that at least one of the Ordinary Directors shall be Xxxxxxxx Xxxxx and Xxxxxxxx Xxan independent director in that such director shall not be a Related Party or an employee of any Listco Group Company. For the purposes of this Section 2.2(a)(3) only, the Ordinary Shares of the Company shall exclude the Ordinary Shares issued or issuable upon the conversion of any Class B Ordinary Shares. (b) Matrix Each Group Company shall be entitled cause, and the Founders, Techfaith BVI and Listco shall cause each Group Company to nominate and elect two cause, (2i) the WFOE to have a board of directors of the Board of the Company or similar governing body (the “Matrix DirectorsWFOE Board”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (cii) Sequoia shall be entitled to nominate and elect one (1) director the size of the WFOE Board of the Company (the “Sequoia Director”), initially to at all times be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each directors, and (iii) the composition of the matters submitted WFOE Board to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) at all times consist of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of same persons as directors as those then on the Board.

Board Composition. Each Shareholder Investor agrees to vote vote, or cause to be voted, all of his, her or its Shares in the Company (whether now owned or hereafter acquired or by such Investor over which the Shareholder may be empowered to vote)such Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders in lieu of any such meeting, the following persons shall be elected to the Board: (a) AIL the holders of then outstanding Common Stock, voting as a separate class, shall designate or nominate one (1) member, who will be entitled to nominate and elect two the then serving Chief Executive Officer (2currently, Xxxxxx X. Xxxxx) directors of as appointed by the Board of the Company (the “AIL DirectorsCommon Director”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.; (b) Matrix the holders of a majority of then outstanding Series A Preferred, voting as a separate class, shall be entitled to designate or nominate and elect two three (23) directors of the Board of the Company members (the “Matrix Preferred Directors”) one (1) of whom shall be appointed by LWRC LLC (“LW”), initially to one (1) of whom shall be Xxxxx Xxxx Xxxxx appointed by Clifford Chance Technology Limited (“CC”) and Xxxxx Man.one (1) of whom shall be appointed by Ventech Capital V S.L.P. (“Ventech”), in each case as long as such firms, respectively, hold at least ten percent (10%) of the Series A Preferred they hold on the date hereof; and (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Sharesthe outstanding Common Stock and Series A Preferred, voting together as a single class and in consultation with the Company, shall be entitled to elect designate or nominate three (3) directors individuals reasonably acceptable to each of the Company and each of LW, CC and Ventech; provided that, as to each of LW, CC and Ventech, for so long as each continues to have the right under this Section 1.3 to appoint a member of the Board of the Company (the “Ordinary Share Independent Directors”), initially to ; provided further that at all times the Independent Directors must be Xxxx Xxx, Xxxx Xx and Sichuan Zhangindividuals who are not employees of, and Xxxx Xxx shall have five (5) votes for each do not otherwise provide services to, the Company or any of its subsidiaries during the time such individuals act as members of the matters submitted Board; and provided further that, in the event Xxxxxx X. Xxxxx ceases for any reason to serve as the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board Chief Executive Officer of the Company. The Board Observer , then Prins H LLC (“Prins H”) shall have the right to (i) receive any notices, documents and information that the Company delivers to the members appoint one member of the Board (and the number of Independent Directors shall be reduced from three (ii3) attend and speak to two (2)), so long as Xxxxx X holds at meetings least ten percent (10%) of the Shares owned by it on the date hereof. In such latter instance, the Investors shall immediately take all action reasonably necessary to enable Xxxxx X to appoint such member of the Board, including facilitating the resignation of one Independent Director or the removal thereof in the absence of such resignation, or with the consent of Xxxxx X, the expansion of the Board by one (1) member, all in order to create a vacancy to enable Prins H to make such appointment.

Board Composition. Each Shareholder agrees to vote all 3.1.1. The Board of his, her or its Shares in the Company shall consist of 14 (whether now owned or hereafter acquired or which Fourteen) Directors. Without prejudice to the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent generality of the shareholdersforegoing, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company shall consist of the following: a) GoS/SPICL shall have the right to nominate 6 (the “AIL six) Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.; (b) Matrix AGTPL shall have the right to nominate 2 (two) Directors; c) Rural Electrification Corporation Limited (“REC”) (lead lender of the Company) shall have the right to nominate 1 (one) Director; d) Power Finance Corporation Limited (“PFC”) (lender of the Company) shall have the right to nominate 1 (one) Director; e) PTC shall have the right to nominate 1 (one) Director; and f) GEPL shall have the right to nominate 1 (one) Director, g) GoS shall have the right to appoint 2 (two) independent directors, of which one shall be entitled to nominate and elect two (2) directors of a woman, on the Board of the Company (as per provisions of the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx ManAct. (ch) Sequoia shall be entitled to nominate The respective Shareholders, REC and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer PFC shall have the right to replace their nominee Directors. 3.1.2. The Company has a right to nominate 7 (seven) representatives out of 12(twelve) on the board of directors of TPTL. The following Parties would be entitled to nominate through the Company, the nominee Directors of Company on the board of TPTL: (i) receive any notices, documents and information that GoS/ SPICL shall have the Company delivers right to the members of the Board and nominate 5 (five) representatives; (ii) attend and speak at meetings of GEPL shall have the Board.right to nominate 1 (one) representative; and (iii) AGTPL shall have the right to nominate 1 (one) representative,

Board Composition. Each Shareholder Stockholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate As long as The Xxxxxxx Xxxxx Group, Inc. and elect its Affiliates (defined below) (collectively, “Xxxxxxx Sachs”) holds not fewer than 10% of the fully diluted equity interest in the Company, two (2) directors of the Board of the Company individuals designated by GS Capital Partners VI Parallel, L.P. (the “AIL DirectorsGS Fund VI”), which individuals shall initially to be Xxxxxxxx Xxxxx Xxxxxx Xxx and Xxxxxxxx Xx.Xxxxxx XxXxxxxx; (b) Matrix shall be entitled to nominate As long as Oak Investment Partners and elect two its Affiliates (2collectively, “Oak”) directors holds not fewer than 5% of the Board of fully diluted equity interest in the Company Company, one (the “Matrix Directors”)1) individual designated by Oak, which individual shall initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man.Xxx X. Xxxxxx; (c) Sequoia shall be entitled As long as each of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx, including in each case their respective Affiliates, holds Shares equal to nominate and elect one (1) director or in excess of the Board of the Company Minimum Ownership Threshold (the “Sequoia Director”defined below), initially to be Xxxxx Xxxxxxx Xxxx.and Xxxxx Xxxxxxx; (d) Yunfeng shall be entitled to nominate and elect one (1) director Any additional directors in excess of the Board five (5) Shareholder Directors elected pursuant to Sections 1.2(a), (b) and (c), each of which director shall not otherwise be an Affiliate of the Company (or of any Investor, who will be nominated by GS Fund VI, if it satisfies the “Yunfeng Director”stock ownership requirement of Section 1.2(a), initially to be Xxxx Xx.and Oak, if it satisfies the stock ownership requirement of Section 1.2(b), and reasonably approved by each of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx; and (e) Xxxx XxxTo the extent that any of clauses (a) through (d) above shall not be applicable pursuant to their respective terms, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company (the “Ordinary Share Directors”), initially entitled to be Xxxx Xxx, Xxxx Xx and Sichuan Zhangvote thereon in accordance with, and Xxxx Xxx shall have five pursuant to, the Company’s Restated Articles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (5collectively, a “Person”) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, officer, director, or manager of such Person and any venture capital fund now or hereafter existing that is controlled by one (1) observer (or more general partners of or shares the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Boardsame management company with such Person.

Board Composition. Each Shareholder Stockholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders Stockholders at which an election of directors Directors is held or pursuant to any written consent of the shareholdersStockholders, subject to Section 5, the following persons shall be elected to the Board:Board:‌ (a) AIL shall be entitled to nominate and elect two Two (2) directors of persons designated by the Board of the Company Class A Holders, exclusively and voting as a separate class, which persons shall initially be Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxxx (the “AIL Directorseach a Class A Director”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.; (b) Matrix shall be entitled to nominate and elect two Two (2) directors of persons designated by the Board of the Company (the “Matrix Directors”)Class B Holders, exclusively and voting as a separate class, which persons shall initially to be Xxxxx Xxxx Xxxxxxx X. Xxxxx and Xxxxx Man.Xxxxxxxx (each a “Class B Director”); and (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the One “Sequoia Additional Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of ” elected by the holders of Ordinary SharesCommon Stock, shall be entitled shall, prior to elect three (3) directors the occurrence of the Board of the Company Transition Date (the “Ordinary Share Directors”as defined below), be designated by the Class A Holders. On and after the Transition Date, the Class B Holders shall designate the Additional Director. The Additional Director shall initially to be Xxxx XxxXxxxxx Xxxxxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board current Chief Executive Officer of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder agrees to vote (a) In any and all elections of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent members of the shareholdersBoard, each Stockholder shall vote or cause to be voted all Shares owned by it, or over which it has voting control, and otherwise use its respective best efforts, so as to fix the following persons shall be elected number of members of the Board at nine (9) and, subject to the Boardprovisions of paragraph (b) below, to elect: (ai) AIL shall be entitled to nominate and elect two three (23) directors members of the Board designated by MTG, one of whom shall continue to serve as a Co-Chairman of the Company Board for so long as MTG has the right under paragraph (b) below to designate at least one (1) member of the Board; (ii) three (3) members of the Board designated by Telcrest, one of whom, initially, shall be the current Co-Chairman of the Board designated by Alfa (who shall continue to serve as Co-Chairman of the Board for so long as he continues in the sole discretion of Telcrest to be a Director) and thereafter, subject to the following provisos, one of whom shall continue to serve as a Co-Chairman of the Board for so long as Telcrest has the right under paragraph (b) below to designate at least one (1) member of the Board; provided that any future designee of Telcrest who is to serve as a Co-Chairman shall be a high profile Russian citizen with a good reputation within the business community in Russia as determined by Telcrest in its reasonable discretion; and (iii) three (3) additional members of the Board (the “AIL Independent Directors”)) designated by a simple majority of the entire Board as then constituted, initially to each of whom shall be Xxxxxxxx Xxxxx “independent” for audit committee purposes under the applicable rules and Xxxxxxxx Xxregulations of the Securities and Exchange Commission and the Marketplace Rules, and at least one of whom shall be a “Financial Expert” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the Marketplace Rules. (b) Matrix Notwithstanding anything in paragraph (a) to the contrary, Telcrest shall be entitled not designate to nominate and elect two (2) directors of the Board in accordance with paragraph (a) above any person who is, or who has been within the two year period prior to such designation, primarily engaged in the operations of RenTV, Channel 1, Channel 5 or the Video International business (it being understood that individuals who (i) have served only (and do not continue to serve) as non-employee consultants or advisors with respect to such businesses during the two year period prior to designation, and (ii) have not served as an employee or non-employee consultant or advisor to the Company (shall not be prohibited from being designated to the “Matrix Directors”Board), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia In addition to the rights of MTG and Telcrest to designate members of the Board pursuant to Section 1.1(a) hereof, any other Stockholder shall have the right to designate one or more members of the Board; provided that the right of any Stockholder to designate one or more members of the Board (including such rights of MTG and Telcrest provided pursuant to Section 1.1(a) hereof) shall be entitled subject to nominate and elect adjustment if the percentage of Shares held by such Stockholder reaches, exceeds or falls below the following thresholds: (i) for so long as it holds at least twenty percent (20%) of the Shares then outstanding, such Stockholder shall have the right to designate three (3) members of the Board; (ii) for so long as it holds less than twenty percent (20%) but at least fifteen percent (15%) of the Shares then outstanding, such Stockholder shall have the right to designate two (2) members of the Board; (iii) for so long as it holds less than fifteen percent (15%) but more than ten percent (10%) of the Shares then outstanding, such Stockholder shall have the right to designate one (1) director member of the Board Board; and (iv) for so long as it holds ten percent (10%) or less of the Company (Shares then outstanding, such Stockholder shall not have a right hereunder to designate any member of the “Sequoia Director”), initially to be Xxxxxxx XxxxBoard. (d) Yunfeng Notwithstanding the foregoing, in no event shall be entitled to nominate and elect one (1) director the aggregate number of members of the Board to be designated by the Stockholders pursuant to the provisions hereof exceed six (6). In the event that, pursuant to the provisions of paragraph (c), the Stockholders would have or acquire rights to designate, in the aggregate, more than six (6) members of the Company Board, then such rights of designation shall only be exercisable in respect of a total of six (6) members of the “Yunfeng Director”)Board, with such rights apportioned among the Stockholders in order of priority reflecting the date on which each such Stockholder initially attained the ownership of Shares in an amount sufficient to afford such Stockholder the right to designate one or more members of the Board under this Agreement. For purposes of the prior sentence, Telcrest shall be Xxxx Xxdeemed to have acquired its shares prior to any other Stockholder other than MTG. (e) Xxxx XxxIn the event that the ownership of Shares held by a Stockholder shall fall below a threshold set out in paragraph (c) above, such Stockholder shall cause one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors or more members of the Board designated by such Stockholder to resign such that, following such resignations, such Stockholder shall have the appropriate level of representation on the Board given its then current ownership of Shares. The vacancy or vacancies created by such resignations shall be filled by a designee of the Company next Stockholder or Stockholders entitled to designate one or more members of the Board in accordance with paragraph (c) above, if any. If there is no other such Stockholder and the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx Stockholders collectively shall have the right to designate fewer than four (4) members of the Board in accordance with paragraph (c) above, the vacancy or vacancies (in the event of a resignation) or other nominees for election (in the event of an election at an annual meeting) shall be filled by one or more additional members of the Board designated by a simple majority of the entire Board as then constituted such that the Board would, following the election of such additional members, comprise not more than seven (7) individuals; provided that such designee(s) shall not be an officer, director or employee of any Stockholder or any Affiliate of a Stockholder or beneficially own, directly or indirectly, five percent (5%) votes for each or more of the matters submitted to the Board outstanding capital stock of Directorsany such Person. (f) Tiger The Stockholders shall be entitled not vote to remove any member of the Board unless the Stockholders are instructed by the Stockholder that designated such Director to remove such Director. (g) Except as provided in paragraph (f) above, the designating Stockholder shall have the exclusive right to appoint one its designee(s) and to remove its designee(s), as well as the exclusive right to fill vacancies created by reason of the death, removal or resignation thereof between annual meetings of stockholders (1other than any resignation required by paragraph (e) observer above). (h) If members of the “Board Observer”are to be elected at a meeting of stockholders, the Company shall provide the Stockholders with at least fifteen (15) Business Days’ prior written notice of any intended mailing of a notice to stockholders for a meeting at which members of the Board are to be elected. Each Stockholder that has a right to designate a member or members of the Board hereunder for election at such meeting of stockholders shall give written notice to the Company and the other Stockholders, no later than ten (10) Business Days after such Company notice, of the person(s) designated by it pursuant to paragraphs (a) and (c) above as nominee(s) for election as member(s) of the Board. The Company agrees that it will, to the extent permitted by applicable laws and the Marketplace Rules as in effect from time to time, nominate and recommend for election as members of the Board, and each of the Stockholders agrees to cause its designees on the Board to cause the nomination of, only the individuals designated, or to be designated, pursuant to paragraphs (a) and (c) above and this paragraph (h). If any Stockholder that has a right to designate a member or members of the Board shall fail to give notice to the Company as provided above, the designees of such Stockholder(s) then serving as member(s) of the Board of shall be deemed to be the Company. The Board Observer shall have the right to designee(s) for re-election. (i) receive For purposes of this Section 1.1, in determining the number of Shares held by a Stockholder, only Shares outstanding shall be included and any noticesShare Equivalent that has not then been exercised, documents and information that the Company delivers to the members converted or exchanged shall be excluded regardless of the Board and (ii) attend and speak at meetings application of the Boardbeneficial ownership rules of Rule 13d-3 under the Exchange Act.

Board Composition. Each Shareholder Stockholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, the following persons shall be elected to the Board: (a) AIL Three (3) persons shall be entitled to nominate and elect two (2) directors of designated by the Board Chief Executive Officer of the Company (the “AIL DirectorsCompany Designees”), which individuals shall initially be Xxxxx Xxxx, [_____________] and [_____________]. The parties agree that two (2) of the Company Designees shall each qualify as an “Independent Director,” within the meaning of the director independence rules of the NASDAQ Stock Market LLC (“NASDAQ”) or the New York Stock Exchange (“NYSE”), as applicable, by the then current Board, acting in good faith. If, at any time during the term of this Agreement, the Board determines that one or more of the Company Designees is not an Independent Director, then the Chief Executive Officer of the Company shall promptly cause any Company Designee who is not an Independent Director to be Xxxxxxxx Xxxxx removed and Xxxxxxxx Xxreplaced in accordance with Subsection 1.4 to comply with this Subsection 1.2(a). (b) Matrix shall be entitled to nominate and elect two Two (2) directors persons shall be designated by the Chief Executive Officer of the Board of the Company Helios (the “Matrix DirectorsHelios Designee” and together with the Company Designees, the “Designees”), which individuals shall initially to be Xxxxx Xxxx Xxxxx [_____________] and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect [_____________]. The parties agree that at least one (1) director of the Helios Designees shall qualify as an Independent Director,” as determined by the then current Board, acting in good faith. If, at any time during the term of this Agreement, the Board determines that one or more of the Company (Helios Designees is not an Independent Director, then the “Sequoia Director”), initially Chief Executive Officer of Helios shall promptly cause a Helios Designee to be Xxxxxxx Xxxxremoved and replaced in accordance with Subsection 1.4 to comply with this Subsection 1.2(b). (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board:. (a) AIL XXX Xxxxxxx (汉雨生) shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Ordinary Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx XxXXX Xxxxxxx (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) Matrix The Investors shall be entitled to nominate and elect two up to six (26) directors of the Board of the Company (the “Matrix Investors’ Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect in aggregate with the composition determined as follows: one (1) director of the Board of the Company shall be designated and appointed by LYFE (the “Sequoia LYFE Director”), initially to be Xxxxxxx Xxxx. XXXX Xxx (d) Yunfeng shall be entitled to nominate and elect 赵晋); one (1) director of the Board of the Company shall be designated and appointed by NLVC (the “Yunfeng NLVC Director”), initially to be Xxxx Xx. Xxxx (e邓峰); one (1) Xxxx Xxx, one of the holders of Ordinary Shares, director shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”)designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be Xxxxxx Xxxx Xxx(the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, Xxxx Xx initially to be RONG Jing (戎璟) (the “Evergreen Director”); and Sichuan Zhang(i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and Xxxx Xxx appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have five one (51) vote for each of the matters submitted to the Board of Directors, except XXX Xxxxxxx (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder agrees to of the Voting Parties shall vote all of histheir Equity Securities, her and shall take all other necessary actions within their control (whether in their capacity as a shareholder, director, or its Shares in officer of the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to voteotherwise), from time including, without limitation, calling meetings, attending meetings, executing a proxy to time vote at any meeting and at all timesexecuting written consents, in whatever manner shall be necessary to ensure that elect members of the Company’s Board of Directors, at each annual or special meeting of shareholders the holders of voting stock of the Company, or at any meeting of the holders of voting stock of the Company at which an election of directors is held or pursuant to any written consent members of the shareholdersBoard of Directors are to be elected, or whenever members of the following persons shall Board of Directors are to be elected to the Boardby written consent, as follows: (a) AIL at each election of directors at which time at least 2,000,000 shares of Series B Stock and 2,000,000 shares of Series A-1 Stock are outstanding, the Voting Parties shall vote all of their respective Equity Securities so as to elect (i) one (1) individual designated by Trinity Ventures X, L.P. (“Trinity Ventures”), which individual shall initially be entitled to nominate and elect two (2) directors of the Board of the Company Xxxx Xxxxxx (the “AIL DirectorsSeries A-1 Designee”), and (ii) one (1) individual designated by Foundation Capital VI, L.P. (“Foundation Capital”), which individual shall initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.Xxxx Xxxx (the “Series B Designee”); (b) Matrix at each election of directors, the Voting Parties shall be entitled vote all of their respective Equity Securities so as to nominate and elect two (2i) directors the person currently serving as Chief Executive Officer of the Board Company, which individual shall initially be Xxxxx Xxxxxx, and (ii) one (1) individual designated by the holders of a majority of the Company (outstanding shares of Common Stock held by the “Matrix Directors”)Common Holders, which individual shall initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man.Xxxx; (c) Sequoia at each election of directors, the Common Holders and Holders shall be entitled vote all of their respective Equity Securities so as to nominate and elect one (1) director of the Board of the Company individual mutually acceptable and designated by (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (di) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors a majority of the Board outstanding shares of the Company (the “Ordinary Share Directors”)Common Stock, initially to be Xxxx Xxxvoting as a separate class, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the BoardRequisite Holders, who initially shall be Xxxx Xxxxxx.

Board Composition. Each Shareholder agrees to vote all of Member shall vote, and shall cause his, her or its Shares Permitted Transferees to vote, all Units owned by such Member or Permitted Transferee or over which such Member or Permitted Transferee has voting control, and shall take all other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a Member, director, member of a board committee, officer of the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to voteotherwise), including executing written consents in lieu of a shareholders’ meeting, and the Company shall take all necessary or desirable actions within its control, to ensure: (i) the authorized number of Directors on the Board be fixed at such number as is determined from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual by the majority vote or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholdersBoard, provided that such number of directors shall initially be three (3); (ii) the following persons shall be individuals are elected and continue to serve as Directors on the Boardfollowing conditions: (aA) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director individual (who initially shall be Xxxxxx Xxxxxxx) designated at any time and from time to time by Xxxxxx Xxxxxxx and his Permitted Transferees so long as they hold at least fifty percent (50%) of the Board Units held by them, collectively, as of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx.date of this Agreement; (dB) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company individual (the “Yunfeng Director”), who initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled Xxxxx Xxxxxxx) designated at any time and from time to elect three time by Xxxxx Xxxxxxx and his Permitted Transferees so long as they hold at least fifty percent (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”50%) of the Board Units held by them, collectively, as of the Company. The Board Observer shall date of this Agreement; (C) Xxxxxx Xxxxxxxx until his resignation or inability to continue service on the Board; and (D) any other individual(s) nominated by the Lead Investors at any time and from time to time so long as either Lead Investor and his Permitted Transferees have the right to (ielect a Director pursuant to either Section 2.08(a)(ii)(A) receive any noticesor Section 2.08(a)(ii)(B). If the applicable Member and his, documents and information that her or its Permitted Transferees no longer have the Company delivers right to elect a Director pursuant to Section 2.08(a)(ii)(A) through 2.08(a)(ii)(D), as the members of case may be, such Director shall be deemed to have automatically resigned from the Board and (ii) attend and speak at meetings as of the Boardsuch date without any further action or notice by any Person.

Board Composition. Each Shareholder agrees to vote all of hisFrom and after the date hereof, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders Members at which an directors are to be elected, and whenever the Members act by written consent with respect to the election of directors is held Directors, each Member agrees to vote, or pursuant otherwise give such Member’s consent, in respect of all Company Equity Securities at the time owned by such Member or over which such Member has voting control, and take all other necessary actions, and the Company shall take all necessary actions within its control, in order to any written consent of the shareholders, the following persons shall be elected to the Boardcause: (a) AIL shall the authorized number of directors on the Board to be entitled fixed at eleven (11); (b) subject to nominate Sections 4.1(e) and elect 4.1(f), the election to the Board of: (i) seven (7) directors designated by SEM (the “SEM Directors”), with the initial SEM Directors being Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx; (ii) two (2) directors of the Board of the Company designated by WCAS (the “AIL WCAS Directors”), initially to be Xxxxxxxx with the initial WCAS Directors being D. Xxxxx Xxxxxxx and Xxxxxxxx Xx.Xxxxx X. Xxxxxxx; and (biii) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company designated by Dignity (the “Matrix Dignity Directors”), initially with the initial Dignity Directors being Xxxx Xxxxxxxxx and Xxxx Xxxxxxx, M.D.; all of which persons shall hold office, subject to be Xxxxx Xxxx Xxxxx their earlier death, resignation or removal in accordance with clause (c) below, until their respective successors shall have been elected and Xxxxx Man.shall have qualified; (c) Sequoia the removal from the Board (with or without cause) of any Director elected in accordance with clause (b)(i), (b)(ii) or (b)(iii) above upon the written request of the Member that is entitled to designate such Director under clause (b)(i), (b)(ii) or (b)(iii), as applicable, it being agreed that no Member shall vote for or consent to, and the Company shall not take any actions to effect, any other removal (with or without cause) of a Director elected pursuant to clause (b)(i), (b)(ii) or (b)(iii) above without the written consent of the Member that is entitled to designate such Director; (d) upon any vacancy in the Board as a result of any individual designated as provided in clause (b) above ceasing to be a member of the Board, whether by death, resignation, removal or otherwise, the election to the Board as promptly as possible of an individual designated in accordance with clause (b) above; (e) notwithstanding anything in Section 4.1(b) to the contrary, (i) on and after such time as the WCAS Members collectively own a number of Company Interests that is less than or equal to fifty percent (50%) of the WCAS Start Number, SEM shall have the right to designate an additional director pursuant to Section 4.1(b)(i) (which shall be entitled an “SEM Director” for purposes of this Agreement) and WCAS shall have the right to nominate and elect designate one (1) director pursuant to Section 4.1(b)(ii) (which shall be the “WCAS Director” for purposes of this Agreement) and (ii) on and after such time as the WCAS Members collectively do not own any Company Interests, SEM shall have the right to designate two (2) additional directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall no longer have the right to designate any directors pursuant to Section 4.1(b)(ii); (f) notwithstanding anything in Section 4.1(b) to the contrary, (i) on and after such time as the Dignity Members collectively own a number of Company Interests that is less than or equal to fifty percent (50%) of the Board of Dignity Start Number, SEM shall have the Company right to designate an additional director pursuant to Section 4.1(b)(i) (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng which shall be entitled an “SEM Director” for purposes of this Agreement) and Dignity shall have the right to nominate and elect designate one (1) director of the Board of the Company pursuant to Section 4.1(b)(iii) (which shall be the “Yunfeng Dignity Director”)” for purposes of this Agreement) and (ii) on and after such time as the Dignity Members collectively do not own any Company Interests, initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer SEM shall have the right to designate two (i2) receive additional directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and Dignity shall no longer have the right to designate any notices, documents and information that the Company delivers directors pursuant to the members of the Board and (ii) attend and speak at meetings of the BoardSection 4.1(b)(iii).

Board Composition. Each Shareholder agrees 2.1. From and after the effective time of this Agreement until the provisions of this Section 2 cease to be effective pursuant to Section 2.6, each Investor shall vote all Securities owned by such Investor or over which such Investor has voting control and shall take all other necessary or desirable actions within such Investor's control (whether in such Investor's capacity as a stockholder, director, member of his, her or its Shares in a committee of the Board of Directors of the Company (whether now owned or hereafter acquired otherwise, and including, without limitation, attendance at meetings in person or which the Shareholder may be empowered to voteby proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), from time to time and at the Company shall take all timesnecessary or desirable action within its control (including, in whatever manner without limitation, calling special meetings of the Board of Directors or the stockholders of the Company), so that: (a) The authorized number of directors on the Board shall be necessary to ensure that established and remain at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the no less than eight directors. (b) The following persons individuals shall be elected to the BoardBoard of Directors of the Company: (ai) AIL shall be entitled to nominate one representative (the "Investor Group One Director") --------------------------- designated by the holders of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and elect two the Series A-3 Preferred Stock (2collectively, "Investor -------- Group One"); --------- (ii) directors one representative (the "Investor Group Two Director") --------------------------- designated by the holders of the Series A-4 Preferred Stock and the Series A-5 Preferred Stock (collectively, "Investor Group Two"); ------------------ (iii) the Chief Executive Officer of the Corporation; (iv) the Chairman of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.Corporation; (bv) Matrix two persons who shall be entitled to nominate and elect two (2) directors of physicians that are associated with the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board investigative research sites of the Company. The Board Observer ; and (vi) two persons who shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Boardbe Independent Directors.

Board Composition. Each Shareholder agrees The number of directors of the Company shall be as set forth in the By-laws of the Company, and the Stockholders agree to vote all of histheir respective shares, her or its Shares in and to take such other actions as are necessary, so as to fix the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election number of directors is held or pursuant at no more than eight (8) directors initially, subject to any written consent of the shareholders, the following persons shall be elected increase to the Boardnine (9) directors as provided herein. The Stockholders agree to vote their respective shares as follows: (a) AIL The Preferred Investors shall vote as a class to elect two directors as follows: (i) one (1) individual nominated by BancBoston Ventures Inc. ("BancBoston"), who shall initially be, and is duly elected hereby, Xxxxx Xxxxxx (the "BancBoston Nominee"), and hereafter such individual as shall be entitled to nominate designated by BancBoston; and (ii) one (1) individual nominated by GCC Investments, Inc. ("GCC"), who shall initially be, and elect two (2) directors of the Board of the Company is duly elected hereby, Xxxxxxx X. Xxxxxxx (the “AIL Directors”"GCC Nominee"), initially to and hereafter such individual as shall be Xxxxxxxx Xxxxx and Xxxxxxxx Xxdesignated by GCC. (b) Matrix The Stockholders, including the Preferred Investors, shall vote together as one class to elect the remaining six (6) of the directors, as follows: (i) one (1) individual nominated by the Founding Stockholders, who shall initially be entitled Xxxxx X. Queen; (ii) one (1) individual nominated by Burr, Egan, Deleage & Co., and its Affiliates ("BEDCO"), who shall initially be Xxxxxx X. Xxxxxx; (iii) one (1) individual nominated by EOS Partners, L.P., SBIC, who shall initially be Xxxx X. Xxxxxx; (iv) one (1) individual nominated by Kingdon Associates, L.P., and its Affiliates, who shall initially be Xxxxxxx Xxxxxxxxxxx; (v) one (1) individual nominated by Associated RT, Inc., who shall initially be Xxxxx X. Xxxxxxx; and (vi) one (1) individual nominated by the holders of a majority of the Class A Common Stock issued under the Stock Purchase Agreement dated November 14, 1995 by and between the Company and the parties identified therein (the "1995 Stock Purchase Agreement"); provided, however, that upon receipt by Toronto Dominion or an Affiliate thereof of its Small Business Investment Company license from the SBA (the "T-D SBIC"), the holders of a majority of the Shares issued to Toronto Dominion under the 1995 Stock Purchase Agreement and held by such T-D SBIC shall have the right to nominate and elect two (2any one individual to be a director in lieu of any person previously designated to fill such remaining directorship. Notwithstanding any provision herein, Toronto Dominion shall not have the right to transfer to any third party its right to nominate a Director under this Section 5.1(b) directors without the affirmative vote of a majority of the members of the Board of the Company Directors (the “Matrix Directors”other than any directors nominated by, or representing, Toronto Dominion), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Manif such transfer is made in connection with a transfer by Toronto Dominion of its Shares under Section 3.1(f) hereof. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to As soon as the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer , in its sole discretion, has identified a director candidate who is not an Affiliate of either the Company or any of the Stockholders and who has operating experience in the Company's industry (the “Board Observer”) of "Outside Nominee"), but in any event no later than June 30, 1997, the Stockholders hereby agree that the Board of the Company. The Board Observer Directors shall have the right thereupon be increased to nine (i9) receive any notices, documents and information that the Company delivers agree to the members vote their respective Shares for such additional Director in favor of the Board and (ii) attend and speak at meetings Outside Nominee or such successor or replacement individual as shall be designated from time to time by a majority of the Boardother Directors designated hereunder.

Board Composition. Each Shareholder Member agrees to vote all of his, her or its Shares Units and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a Member, Director, or officer of the Company (whether now owned or hereafter acquired otherwise, and including attendance at meetings in person or which the Shareholder may be empowered to voteby proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board meetings and meetings of the Members), so that, from time to time and at all timesafter the Effective Date, in whatever manner (1) the authorized number of Directors shall be necessary established and, subject to ensure that the adjustments in Section 5.1(c)(ii), maintained at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, nine (9) Directors and (2) the following persons shall be elected appointed to the Board: (ai) AIL four (4) Directors (each, a “Non-Walgreens Director” and, collectively, the “Non-Walgreens Directors”) appointed by the Founders holding a majority of the Unit Equivalents held by all Founders (the “Appointing Founders”), who initially shall be entitled Xxx Xxxxx, Xxx X. Xxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxxxx; provided that: (i) prior to nominate the Qualified IPO, at least one (1) of the Non-Walgreens Directors shall be independent under applicable SEC and elect Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Director (and such Non-Walgreens Director shall initially be Xxxxx Xxxxxxx, who shall be the Company’s initial Lead Independent Director); (ii) prior to the Qualified IPO, the Founders shall delegate their authority hereunder such that one of the Non-Walgreens Directors shall be a designee of Kinnevik (who shall initially be Xxxxx Xxxxxxxx) and, after the Qualified IPO, such designee shall no longer be a designee of Kinnevik and at least two (2) directors of the Board Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Directors; (iii) at any time that the “AIL Directors”)Founders own, initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. in the aggregate at least 50% but less than 75% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (b180) Matrix days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be entitled reduced to nominate three (3) Directors (one (1) of whom shall be independent under applicable SEC and elect Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate, at least 25% but less than 50% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to two (2) directors Directors; (v) at any time that the Founders own, in the aggregate, at least 10% but less than 25% of the Board Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the Company (date hereof, the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia number of Non-Walgreens Directors appointed by the Appointing Founders shall be entitled reduced to nominate and elect one (1) director Director; (vi) at any time that the Founders own, in the aggregate, less than 10% of the Board Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger outstanding Voting Unit Equivalents shall be entitled to appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until a Qualified IPO, after which such Directors shall be nominated and elected by the Board and Members or the board of directors and stockholders of VMD Corporation, as applicable; and (ii) five (5) Directors appointed by Walgreens (each, a “Walgreens Director” and, collectively, the “Walgreens Directors”), who initially shall be Xxxxxxxx Xxxxxx, Xxxxx X. Xxxxxxx and three (3) other individuals selected by Walgreens after the Effective Date who shall be subject to the approval of the Nominating and Corporate Governance Committee; provided that: (i) the then-current Chief Executive Officer of Walgreens Parent shall be one of the Walgreens Directors, initially Xxxxxxxx Xxxxxx; (ii) at least three (3) such Walgreens Directors must be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) (the “Independent Walgreens Directors”) (and Xxxxx X. Xxxxxxx shall initially be deemed to be an Independent Walgreens Director); (iii) Walgreens shall consult with the then current Chairman regarding the identity of the Independent Walgreens Directors; (iv) at any time that Walgreens and/or its Affiliates directly or indirectly own at least 40% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 50% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) Directors (two (2) of whom must be Independent Walgreens Directors); (v) at any time after a Specified Walgreens Change in Control or any time that Walgreens and/or its Affiliates directly or indirectly holds at least 30% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 40% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to three (3) Directors (one (1) observer of whom must be an Independent Walgreens Director); (the “Board Observer”vi) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least 10% of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.aggregate

Board Composition. Each Shareholder Member agrees to vote all of his, her or its Shares Units and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a Member, Director, or officer of the Company (whether now owned or hereafter acquired otherwise, and including attendance at meetings in person or which the Shareholder may be empowered to voteby proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board meetings and meetings of the Members), so that, from time to time and at all timesafter the Effective Date, in whatever manner (1) the authorized number of Directors shall be necessary established and, subject to ensure that the adjustments in Section 5.1(c)(ii), maintained at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, nine (9) Directors and (2) the following persons shall be elected appointed to the Board: (ai) AIL four (4) Directors (each, a “Non-Walgreens Director” and, collectively, the “Non-Walgreens Directors”) appointed by the Founders holding a majority of the Unit Equivalents held by all Founders (the “Appointing Founders”), who initially shall be entitled Xxx Xxxxx, Xxx X. Xxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxxxx; provided that: (i) prior to nominate the Qualified IPO, at least one (1) of the Non-Walgreens Directors shall be independent under applicable SEC and elect Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Director (and such Non-Walgreens Director shall initially be Xxxxx Xxxxxxx, who shall be the Company’s initial Lead Independent Director); (ii) prior to the Qualified IPO, the Founders shall delegate their authority hereunder such that one of the Non-Walgreens Directors shall be a designee of Kinnevik (who shall initially be Xxxxx Xxxxxxxx) and, after the Qualified IPO, such designee shall no longer be a designee of Kinnevik and at least two (2) directors of the Board Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Directors; (iii) at any time that the “AIL Directors”)Founders own, initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. in the aggregate at least 50% but less than 75% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (b180) Matrix days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be entitled reduced to nominate three (3) Directors (one (1) of whom shall be independent under applicable SEC and elect Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate, at least 25% but less than 50% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to two (2) directors Directors; (v) at any time that the Founders own, in the aggregate, at least 10% but less than 25% of the Board Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the Company (date hereof, the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia number of Non-Walgreens Directors appointed by the Appointing Founders shall be entitled reduced to nominate and elect one (1) director Director; (vi) at any time that the Founders own, in the aggregate, less than 10% of the Board Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger outstanding Voting Unit Equivalents shall be entitled to appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until a Qualified IPO, after which such Directors shall be nominated and elected by the Board and Members or the board of directors and stockholders of VMD Corporation, as applicable; and (ii) five (5) Directors appointed by Walgreens (each, a “Walgreens Director” and, collectively, the “Walgreens Directors”), who initially shall be Xxxxxxxx Xxxxxx and four (4) other individuals selected by Walgreens who shall be subject to the approval of the Nominating and Corporate Governance Committee; provided that: (i) the then-current Chief Executive Officer of Walgreens Parent shall be one of the Walgreens Directors, initially Xxxxxxxx Xxxxxx; (ii) at least three (3) such Walgreens Directors must be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) (the “Independent Walgreens Directors”); (iii) Walgreens shall consult with the then current Chairman regarding the identity of the Independent Walgreens Directors; (iv) at any time that Walgreens and/or its Affiliates directly or indirectly own at least 40% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 50% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) Directors (two (2) of whom must be Independent Walgreens Directors); (v) at any time after a Specified Walgreens Change in Control or any time that Walgreens and/or its Affiliates directly or indirectly holds at least 30% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 40% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to three (3) Directors (one (1) observer of whom must be an Independent Walgreens Director); (vi) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least 10% of the “Board Observer”aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 30% of the of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to one (1) Director; (vii) at any time that Walgreens and/or its Affiliates directly or indirectly holds less than 10% of the of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, Walgreens shall cease to have a right to appoint any Directors; and (viii) upon an Event of Default (as defined in the Walgreens Note) under Section 5(a) of the Board Note, the number of the Company. The Board Observer Walgreens Directors that Walgreens shall have the right be entitled to appoint shall be reduced to one (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.1)

Board Composition. Each Shareholder agrees to vote (a) In any and all elections of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent members of the shareholdersBoard, each Stockholder shall vote or cause to be voted all Shares owned by it, or over which it has voting control, and otherwise use its respective best efforts, so as to fix the following persons shall be elected number of members of the Board at nine (9) and, subject to the Boardprovisions of paragraph (b) below, to elect: (ai) AIL shall be entitled to nominate and elect two three (23) directors members of the Board designated by MTG, one of whom shall continue to serve as a Co-Chairman of the Company Board for so long as MTG has the right under paragraph (b) below to designate at least one (1) member of the Board; (ii) three (3) members of the Board designated by Telcrest, one of whom, initially, shall be the current Co-Chairman of the Board designated by Alfa (who shall continue to serve as Co-Chairman of the Board for so long as he continues in the sole discretion of Telcrest to be a Director) and thereafter, subject to the following provisos, one of whom shall continue to serve as a Co-Chairman of the Board for so long as Telcrest has the right under paragraph (b) below to designate at least one (1) member of the Board; provided that any future designee of Telcrest who is to serve as a Co-Chairman shall be a high profile Russian citizen with a good reputation within the business community in Russia as determined by Telcrest in its reasonable discretion; and (iii) three (3) additional members of the Board (the “AIL Independent Directors”)) designated by a simple majority of the entire Board as then constituted, initially to each of whom shall be Xxxxxxxx Xxxxx “independent” for audit committee purposes under the applicable rules and Xxxxxxxx Xxregulations of the Securities and Exchange Commission and the Marketplace Rules, and at least one of whom shall be a “Financial Expert” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the Marketplace Rules. (b) Matrix Notwithstanding anything in paragraph (a) to the contrary, Telcrest shall be entitled not designate to nominate and elect two (2) directors of the Board in accordance with paragraph (a) above any person who is, or who has been within the two year period prior to such designation, primarily engaged in the operations of RenTV, Channel 1, Channel 5 or the Video International business (it being understood that individuals who (i) have served only (and do not continue to serve) as non-employee consultants or advisors with respect to such businesses during the two year period prior to designation, and (ii) have not served as an employee or non-employee consultant or advisor to the Company (shall not be prohibited from being designated to the “Matrix Directors”Board), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia In addition to the rights of MTG and Telcrest to designate members of the Board pursuant to Section 1.1(a) hereof, any other Stockholder shall have the right to designate one or more members of the Board; provided that the right of any Stockholder to designate one or more members of the Board (including such rights of MTG and Telcrest provided pursuant to Section 1.1(a) hereof) shall be entitled subject to nominate and elect adjustment if the percentage of Shares held by such Stockholder reaches, exceeds or falls below the following thresholds: (i) for so long as it holds at least twenty percent (20%) of the Shares then outstanding, such Stockholder shall have the right to designate three (3) members of the Board; (ii) for so long as it holds less than twenty percent (20%) but at least fifteen percent (15%) of the Shares then outstanding, such Stockholder shall have the right to designate two (2) members of the Board; (iii) for so long as it holds less than fifteen percent (15%) but more than ten percent (10%) of the Shares then outstanding, such Stockholder shall have the right to designate one (1) director member of the Board Board; and (iv) for so long as it holds ten percent (10%) or less of the Company (Shares then outstanding, such Stockholder shall not have a right hereunder to designate any member of the “Sequoia Director”), initially to be Xxxxxxx XxxxBoard. (d) Yunfeng Notwithstanding the foregoing, in no event shall be entitled to nominate and elect one (1) director the aggregate number of members of the Board to be designated by the Stockholders pursuant to the provisions hereof exceed six (6). In the event that, pursuant to the provisions of paragraph (c), the Stockholders would have or acquire rights to designate, in the aggregate, more than six (6) members of the Company Board, then such rights of designation shall only be exercisable in respect of a total of six (6) members of the “Yunfeng Director”)Board, with such rights apportioned among the Stockholders in order of priority reflecting the date on which each such Stockholder initially attained the ownership of Shares in an amount sufficient to afford such Stockholder the right to designate one or more members of the Board under this Agreement. For purposes of the prior sentence, Telcrest shall be Xxxx Xxdeemed to have acquired its shares prior to any other Stockholder other than MTG. (e) Xxxx XxxIn the event that the ownership of Shares held by a Stockholder shall fall below a threshold set out in paragraph (c) above, such Stockholder shall cause one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors or more members of the Board designated by such Stockholder to resign such that, following such resignations, such Stockholder shall have the appropriate level of representation on the Board given its then current ownership of Shares. The vacancy or vacancies created by such resignations shall be filled by a designee of the Company next Stockholder or Stockholders entitled to designate one or more members of the Board in accordance with paragraph (c) above, if any. If there is no other such Stockholder and the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx Stockholders collectively shall have the right to designate fewer than four (4) members of the Board in accordance with paragraph (c) above, the vacancy or vacancies (in the event of a resignation) or other nominees for election (in the event of an election at an annual meeting) shall be filled by one or more additional members of the Board designated by a simple majority of the entire Board as then constituted such that the Board would, following the election of such additional members, comprise not more than seven (7) individuals; provided that such designee(s) shall not be an officer, director or employee of any Stockholder or any Affiliate of a Stockholder or beneficially own, directly or indirectly, five percent (5%) votes for each or more of the matters submitted to the Board outstanding capital stock of Directorsany such Person. (f) Tiger The Stockholders shall be entitled not vote to remove any member of the Board unless the Stockholders are instructed by the Stockholder that designated such Director to remove such Director. (g) Except as provided in paragraph (f) above, the designating Stockholder shall have the exclusive right to appoint one its designee(s) and to remove its designee(s), as well as the exclusive right to fill vacancies created by reason of the death, removal or resignation thereof between annual meetings of stockholders (1other than any resignation required by paragraph (e) observer above). (h) If members of the “Board Observer”are to be elected at a meeting of stockholders, the Company shall provide the Stockholders with at least fifteen (15) Business Days' prior written notice of any intended mailing of a notice to stockholders for a meeting at which members of the Board are to be elected. Each Stockholder that has a right to designate a member or members of the Board hereunder for election at such meeting of stockholders shall give written notice to the Company and the other Stockholders, no later than ten (10) Business Days after such Company notice, of the person(s) designated by it pursuant to paragraphs (a) and (c) above as nominee(s) for election as member(s) of the Board. The Company agrees that it will, to the extent permitted by applicable laws and the Marketplace Rules as in effect from time to time, nominate and recommend for election as members of the Board, and each of the Stockholders agrees to cause its designees on the Board to cause the nomination of, only the individuals designated, or to be designated, pursuant to paragraphs (a) and (c) above and this paragraph (h). If any Stockholder that has a right to designate a member or members of the Board shall fail to give notice to the Company as provided above, the designees of such Stockholder(s) then serving as member(s) of the Board of shall be deemed to be the Company. The Board Observer shall have the right to designee(s) for re-election. (i) receive For purposes of this Section 1.1, in determining the number of Shares held by a Stockholder, only Shares outstanding shall be included and any noticesShare Equivalent that has not then been exercised, documents and information that the Company delivers to the members converted or exchanged shall be excluded regardless of the Board and (ii) attend and speak at meetings application of the Boardbeneficial ownership rules of Rule 13d-3 under the Exchange Act.

Board Composition. Each Shareholder Investor agrees to vote vote, or cause to be voted, all of hisShares owned by such Investor, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company One person designated by RNI (the “AIL DirectorsRNI Designee”), which individual shall initially to be Xxxxxxxx Xxxxx and Xxxxxxxx XxXxx Xxxxxxxxxx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company One person designated by Ralco (the “Matrix DirectorsRalco Designee”), which individual shall initially to be Xxxxx Xxxx Xxxxx and Xxxxx ManXxxxxxxxxx. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company One person designated by Xxxxxx’x (the “Sequoia DirectorXxxxxx’x Designee”), initially who shall be appointed by Xxxxxx’x by written notice to be Xxxxxxx Xxxxthe Company. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company One person designated by Eagle Energy (the “Yunfeng Eagle Designee”), which individual shall initially be Xxxxx X. Xxxx; and (e) The Company’s Chief Executive Officer, who shall initially be Xxxxxxx X. Xxxxxxx (the “CEO Director”), initially provided that if for any reason the CEO Director shall cease to be Xxxx Xx. (e) Xxxx Xxx, one serve as the Chief Executive Officer of the holders of Ordinary SharesCompany, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger Investors shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to promptly vote their respective Shares (i) receive any notices, documents and information that to remove the Company delivers to former Chief Executive Officer from the members Board if such person has not resigned as a member of the Board Board; and (ii) attend and speak at meetings to elect such person’s replacement as Chief Executive Officer of the BoardCompany as the new CEO Director. To the extent that any of clauses (a) through (e) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Shareholder agrees From and after the date of this Agreement and until the provisions of this Section 2 cease to be effective, each Stockholder will vote all of his, her or its such Stockholder's Stockholder Shares in and any other voting securities of the Company over which such Stockholder has voting control and will take all other necessary or desirable actions within such Stockholders control ((x) whether now owned in such Stockholder's capacity as a voting trustee, stockholder, director, member of a board committee or hereafter acquired officer of the Company or which the Shareholder may be empowered to voteotherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings, and (y) but excluding conversion of shares or exercise of options or warrants), from time to time and at the Company will take all timesnecessary and desirable actions within its control (including calling special meetings of the Board or any Sub Board or the stockholders of the Company or any Subsidiary), in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election so that: (a) the authorized number of directors is held or pursuant to any written consent of comprising the shareholders, Board will be established at eight (8) directors; (b) the following persons shall be elected to the Board: (ai) AIL three representatives designated by the holders of a majority of the Voting Trust Underlying Common Stock (collectively, the "Voting Trust Directors"), none of whom at any time shall be an Affiliate of ABRY or ABRY/CIP (and by his execution and delivery of this Agreement, the Voting Trustee hereby designates himself, J. Waltxx Xxxxxxxx xxx Harlxx Xxxx xx the initial Voting Trust Directors); (ii) [RESERVED.] (iii) one representative designated by the holders of a majority of the BFC Underlying Common Stock (the "BFC Director"), who initially shall be Scotx Xxxxx; (iv) three representatives designated by LRW (collectively, the "Executive Directors"), one of whom shall be LRW, one of whom initially shall be Michxxx Xxxxxx, xxd the other of whom initially shall be Mark Xxxxxxx; xxd (v) one representative designated by the holders of a majority of the Endeavour Underlying Common Stock (the "Endeavour Director"), who initially shall be John xxx Xxxxxxxxx; (c) the composition of the board of directors of each of the Company's Subsidiaries (a "Sub Board") will be the same as that of the Board; (d) any committees of the Board or a Sub Board will be created only upon the approval of not less than three-quarters of the members of the Board; (e) the Company shall have a Compensation Committee and it will consist of three Board members, comprised of (i) one designee from among the Voting Trust Directors, (ii) the BFC Director, and (iii) one of the Executive Directors (other than LRW), and the initial Compensation Committee shall consist of Chrixxxxxxx Xxxx (Xxairman), Scotx Xxxxx xxx Mark Xxxxxxx; (f) the removal from the Board or a Sub Board (with or without cause) of any representative designated pursuant to Section 2.1(b)(i), 2.1(b)(iii), 2.1(b)(iv) or 2.1(b)(v) will be at the written request of the Person(s) entitled to designate directors under each such respective provision, but only upon such written request and under no other circumstances; (g) in the event that any representative designated pursuant to Section 2.1(b)(i), 2.1(b)(iii), 2.1(b)(iv), or 2.1(b)(v) for any reason ceases to serve as a member of the Board or a Sub Board during his or her term of office, the resulting vacancy on the Board or the Sub Board will be filled by a representative designated by the Person(s) and in the manner described in such respective Section; (h) for so long as LRW is employed by the Company he shall have the rights set forth in Sections 2.1(b)(iv); provided, that if at any time LRW should cease to own at least 5% of the Stockholder Shares then outstanding, then LRW shall continue to be an Executive Director, but shall automatically lose the right set forth in Section 2.1(b)(iv) to designate the two Executive Directors other than himself; (i) if LRW ceases to be employed by the Company at any time, he shall cease to have the rights set forth in Sections 2.1(b)(iv); provided, that for so long as he holds equal to or greater than 5% of the Stockholder Shares then outstanding, he shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.remain an Executive Director; and (bj) Matrix shall be the election of individuals to fill any directorships described in Section 2.1(b)(iv) which LRW is not entitled to nominate and elect two (2designate by reason of Section 2.1(h) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to or (i) receive any notices, documents thereafter will be accomplished in accordance with the Company's or the applicable Subsidiary's bylaws and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Boardapplicable law.

Board Composition. Each Shareholder party hereto agrees to vote all of his, her or its Shares such Stockholder's shares of voting securities in the Company (Company, whether now owned or hereafter acquired or which the Shareholder such party may be empowered to vote, and to take such other action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary to ensure (i) the Board shall be comprised of five (5) individuals, and (ii) that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent all of the shareholders, following Persons shall serve from time to time as directors of the following persons shall be elected to the BoardCompany: (a) AIL shall be entitled to nominate and elect L. Xxxxxxx Xxxxxx, Xx. (provided he is an executive officer of the Company or owns any shares of capital stock of the Company); (b) one (1) individual designated by the holders of a majority in interest of the Common Stock held by the Management Holders, such individual is, as of the date hereof, Xxxxxxx Xxxxxxxx; (c) two (2) directors individuals designated by the holders of a majority in interest of the Board shares of Common Stock purchased under the Company Series A Purchase Agreement by the Series A Investors (the “AIL Preferred Directors”), initially to be Xxxxxxxx Xxxxx which individuals are, as of the date hereof, Xxxx Xxxxxxxxx and Xxxxxxxx Xx.Xxxxxx Xxxx; and (bd) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) individual designated by L. Xxxxxxx Xxxxxx, Xx. and approved by holders of a majority in interest of the Stock Units, such approval not to be unreasonably withheld, which individual is, as of the date hereof, Xxxxxxx X. Xxxxxxxx, to serve for the term provided in the Company's Bylaws (the “5th Director”); provided however, that from and after the date that is one year following his appointment as the 5th Director, the holders of a majority in interest of the Stock Units may either re- designate the 5th Director or designate a new 5th Director which director shall be subject to the consent of the remaining members of the Board (which consent shall not be unreasonably withheld). If a majority of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director remaining members of the Board of do not approve the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of initial new 5th Director designated by the holders of Ordinary Shares, shall be entitled to elect three (3) directors a majority in interest of the Board Stock Units, such holders shall designate a second 5th Director. If the second 5th director is not approved by a majority of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each remaining members of the matters submitted to Board, then such holders shall submit a list of four potential 5th directors (which list may include the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to first two 5th Directors previously rejected by the members of the Board Board), and (ii) attend and speak at meetings a majority of the Boardremaining members of the Board shall select the 5th Director from such list.

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders Shareholders at which an election of directors is held or pursuant to any written consent of the shareholdersShareholders, the following persons Persons shall be elected to the Board: (a) AIL Antfin shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be exclusively entitled to appoint one (1) observer Director (the “Board ObserverAntfin Director”) of to serve on the Board of Directors, who shall initially be JI Gang; (b) Tiger shall be exclusively entitled to appoint one (1) Director (the Company“Tiger Director”) to serve on the Board of Directors, who shall initially be XXXX Xxxxxxx; (c) CMC shall be exclusively entitled to appoint one (1) Director (the “CMC Director”) to serve on the Board of Directors, who shall initially be Xxxx Xxxx; (d) Joy Capital shall be exclusively entitled to appoint one (1) Director (the “Joy Director”) to serve on the Board of Directors, who shall initially be Erhai Liu (刘二海); (e) Kaiwu shall be exclusively entitled to appoint one (1) Director (the “Kaiwu Director”) to serve on the Board of Directors, who shall initially be Xxxxxxx Xx (李文飚); (f) Primavera shall be exclusively entitled to appoint one (1) Director (the “Primavera Director”, together with Kaiwu Director, Antfin Director, CMC Director, Joy Director and the Tiger Director, the “Investor Directors” collectively) to serve on the Board of Directors, who shall initially be Xxxxxxx Xxxx; (g) Series A-1 Investor shall be exclusively entitled to appoint one (1) Director to serve on the Board of Directors, who shall initially be Xxxxxx Xxxx (沈博阳); and (h) The Key Holders shall be entitled to appoint two (2) directors to serve on the Board, who shall initially be Xxx Xxxx (高靖) and Xxx Xxx (崔岩). The Board Observer Each Director shall have one (1) vote. In the right to event of a tie, Xxx Xxxx (i高靖) receive any notices, documents and information that shall cast the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Boarddeciding vote.

Board Composition. Each Shareholder party hereto agrees to vote all of his, her or its Shares such Stockholder's shares of voting securities in the Company (Company, whether now owned or hereafter acquired or which the Shareholder such party may be empowered to vote, and to take such other action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary to ensure (i) the Board shall be comprised of five (5) individuals (except as contemplated by Section 7.2), and (ii) that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent all of the shareholders, following Persons shall serve from time to time as directors of the following persons shall be elected to the BoardCompany: (a) AIL shall L. Charles Moncla, Jr. (provided he is an executive xxxxxxx xx xxx Xxxpany or owns any shares of capital stock of the Company); (b) one (1) individual designated by the holders of a majority in interest of the Common Stock held by the Management Holders, such individual to be entitled to nominate and elect determined by the Management Holders following the date hereof; (c) two (2) directors individuals designated by the holders of a majority in interest of the Board shares of Common Stock purchased under the Company Purchase Agreement by the Investors (the “AIL Preferred Directors”), which individuals shall initially to be Xxxxxxxx Xxxxx José Feliciano and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx.Colin Leonard; and (d) Yunfeng one (0) xxxxxxxxxx desigxxxxx xx X. Xharles Moncla, Jr. and approved by holders of a xxxxxxxx xx xxxxxxst of the Stock Units, such approval not to be unreasonably withheld, which individual shall be entitled Richard L. Crandall, to nominate serve for the term provixxx xx xxx Xxxxxxx's Bylaws (the “5th Director”); provided however, that from and elect after the date that is one (1) year following his appointment as the 5th Director, the holders of a majority in interest of the Stock Units may either re-designate the 5th Director or designate a new 5th Director which director shall be subject to the consent of the remaining members of the Board (which consent shall not be unreasonably withheld). If a majority of the Company (remaining members of the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of Board do not approve the initial new 5th Director designated by the holders of Ordinary Shares, shall be entitled to elect three (3) directors a majority in interest of the Board Stock Units, such holders shall designate a second 5th Director. If the second 5th director is not approved by a majority of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each remaining members of the matters submitted to Board, then such holders shall submit a list of four potential 5th directors (which list may include the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to first two 5th Directors previously rejected by the members of the Board Board), and (ii) attend and speak at meetings a majority of the Board.remaining members of the Board shall select the 5th Director from such list; and

Board Composition. Each Shareholder Stockholder agrees to vote vote, or cause to be voted, all of histhe shares of Common Stock held by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, the following persons shall be elected to the Board: (ai) AIL shall be entitled to nominate and elect two (2) directors of One person designated by the Board of the Company Purchaser (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man. (c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Purchaser Director”), which individual shall initially to be Xxxxxxx Xxxx.Toshio Miki; (dii) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company One person designated by Parent (the “Yunfeng Parent Director”), which individual shall initially to be Xxxx Xx.Xxxxxxx Xxxxxxx; and (eiii) Xxxx XxxThe Company’s Chief Executive Officer, one of the holders of Ordinary Shares, who shall initially be entitled to elect three (3) directors of the Board of the Company Xxxxx X. Xxxxxxxx (the “Ordinary Share DirectorsCEO Director”), initially provided that if for any reason the CEO Director shall cease to be Xxxx Xxxserve as the Chief Executive Officer of the Company, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger Stockholders shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to promptly vote their respective Shares (i) receive any notices, documents and information that to remove the Company delivers to former Chief Executive Officer from the members Board if such person has not resigned as a member of the Board and (ii) attend and speak at meetings to elect such person’s replacement as Chief Executive Officer of the BoardCompany as the new CEO Director. To the extent that any of clauses (i) through (iii) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate.

Board Composition. Each Shareholder (a) The following persons shall be appointed to the Board as of the Effective Date, and shall serve as the initial members of the Board: (i) One (1) member who shall be the chief executive officer of the Company; (ii) Xx. Xxxx Xxxxx, who shall serve as the initial chairman of the Finance and Strategy Committee (as described in the Bylaws) and Executive Chairman of the Board (as described in the Bylaws); (iii) Two (2) members designated by Nuveen on behalf of itself and its affiliated investment funds; provided, that one (1) such member shall (i) be independent of each Stockholder with director designation rights, including Nuveen, and (ii) be reasonably acceptable to the Mansfield RSA Majority; (iv) One (1) member designated by Avenue; (v) One (1) member designated jointly by the Ad Hoc Noteholder Group and the Mansfield RSA Majority, subject to the reasonable consent of the UCC; (vi) One (1) member designated jointly by the Ad Hoc Noteholder Group, the Mansfield RSA Majority, and the UCC; and (vii) One (1) member, who shall be the Independent Director, designated jointly by the Ad Hoc Noteholder Group, the Mansfield RSA Majority, and the UCC, who shall not be an Affiliate, and shall otherwise be independent, of any Stockholder with director designation rights under the terms of this Agreement. (b) From and after the Effective Date, the Board shall take such action to nominate, and each Stockholder agrees to vote vote, or cause to be voted, all shares of hisCommon Stock owned by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, times and in whatever manner as shall be necessary necessary, to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, the following persons shall be elected to the Board: (ai) AIL shall be entitled to nominate and elect two The Nuveen Designees; (2ii) directors The Avenue Designee; (iii) The Independent Director; and (iv) The chief executive officer of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx ManCompany. (c) Sequoia If and to the extent there shall be entitled no Person having the right to nominate and elect designate one (1) director or both of the Board Nuveen Designees or the Avenue Designee in accordance with Section 2.1, or the Person having such right of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted designation affirmatively declines by notice to the Board to exercise such right or timely fails, subject to Section 2.3, to exercise such right (but in such case only for so long as such Person has not affirmatively indicated by notice to the Board that it is again exercising such right of Directors. (fdesignation), the provisions of Section 2.2(b) Tiger shall be entitled inapplicable to appoint one (1such Nuveen Designee(s) observer (the “Board Observer”or Avenue Designee, and position(s) of on the Board that would otherwise have been filled by such Nuveen Designee(s) or Avenue Designee shall instead be filled in in accordance with, and pursuant to, the Certificate of Incorporation, the Company. The Board Observer shall have Bylaws and the right to (i) receive any notices, documents and information that the Company delivers DGCL applicable to the members designation and election or appointment of the Board and (ii) attend and speak at meetings of the Boarddirectors generally.

Board Composition. (a) Each Shareholder Stockholder agrees on behalf of itself and any transferee or assign to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may cause to be empowered to vote), from time to time and voted at all times, in whatever manner shall be necessary to ensure that at each annual a regular or special meeting of shareholders stockholders (or by written consent) all shares of Stock now or hereafter owned or controlled by such stockholder, and otherwise use its or his respective best efforts as a Stockholder of the Company, to set the number of directors of the Company at which an five and to elect as directors, on the date of this Agreement and in any subsequent election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company the following: (i) two directors (the “AIL Common Directors”) designated by the holders of a majority of the Common Stock (voting together as a single class), one of whom shall initially be Xxxxx X. Xxxxx; (ii) two directors (the “Preferred Stock Directors”), (a) one who shall be designated by DCM III, L.P. or its affiliates (“DCM”), who initially to shall be Xxxxxxxx Xxxxx Xxxx, and Xxxxxxxx Xx(b) one who shall be designated by New Enterprise Associates 10, Limited Partnership or its affiliates (“NEA”), who initially shall be Xxxxx Xxxxxx and (iii) one independent director designated by mutual agreement of, on the one hand, the holders of a majority of the Preferred Stock (voting together as a single class), and on the other hand, the holders of a majority of the Common Stock (voting together as a single class), who initially shall be Xxx Xxxx. (b) Matrix shall be entitled In the absence of any notice to nominate and elect two (2) directors the contrary to the then current other members of the Board of Directors, the Company director-designees then serving and previously designated shall be reelected if still eligible to serve as provided herein. Except in circumstances in which a director could, pursuant to the Company’s By-laws (the “Matrix Directors”or any amendment thereof), initially be removed by a majority vote of the Board of Directors for cause, no party hereto shall vote to be Xxxxx Xxxx Xxxxx remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the designating party or parties so vote, and Xxxxx Manif the designating party or parties so vote, then the non-designating party or parties shall likewise so vote. (c) Sequoia shall be entitled to nominate and elect one (1) director of Any vacancy on the Board of Directors created by the Company (the “Sequoia Director”)resignation, initially to be Xxxxxxx Xxxx. (d) Yunfeng removal, incapacity or death of any person designated under this Section 4.1 shall be entitled to nominate and elect one (1) director filled by another person designated by the original designating party or parties. Each Stockholder shall vote its or his shares of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx XxStock in accordance with such new designation. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.

Board Composition. Each Shareholder agrees to vote all of his, her or its (i) For so long as the Persons who Own the Series B Shares in (the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (a“Series B Holders”) AIL shall be entitled to nominate and elect two at least one (21) directors Director pursuant to the Certificate of Designation, the Board shall consist of a number of Directors of seven (7) to nine (9) with the specific number of Directors at any time to be fixed by the Board by the adoption of a resolution by a majority of the number of Directors then in office (whether or not there exist any vacancies in the previously authorized number of directorships at the time such resolution is presented). The Board shall at all times consist of the Company (the “AIL at least a majority of Directors who are Independent Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx. (bii) Matrix Pursuant to and on the terms and conditions set forth in the Certificate of Designation, the Series B Holders (by majority vote of the Series B Shares) shall be entitled to nominate and elect up to two (2) directors Directors (each, a “Series B Director”). The number of Series B Directors shall be reduced from time to time as provided in the Board Certificate of the Company Designation. The remaining Directors (the “Matrix Company Nominated Directors”)) shall be recommended by the Nominating and Corporate Governance Committee, initially nominated by the Board and from time to time shall be Xxxxx Xxxx Xxxxx submitted to the Company’s stockholders for election in accordance with the Company’s Certificate of Incorporation and Xxxxx ManBylaws. (ciii) Sequoia Immediately following the Amendment Date, the Series B Holders (by majority vote of the Series B Shares) shall be entitled to nominate and elect designate a total of two (2) Series B Directors, one (1) director of whom shall be a member of the Board class of Directors whose term expires at the first annual meeting of the Company (Company’s stockholders following the “Sequoia Director”), initially to be Xxxxxxx Xxxx. (d) Yunfeng shall be entitled to nominate Amendment Date and elect one (1) director of whom shall be a member of the Board class of Directors whose term expires at the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board second annual meeting of the Company. The Board Observer shall have ’s stockholders following the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the BoardAmendment Date.

Board Composition. Each Shareholder Stockholder agrees to vote vote, or cause to be voted, all of hisStock owned by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, the following persons shall be elected to the Board: (a) AIL shall be entitled to nominate and elect two Four (24) directors of the Board of the Company persons designated by Xxxxxx X. Xxxx (the “AIL Initial Directors”)) who shall initially be: (i) Xxxxxx X. Xxxxxx, XX; (ii) Xxxxxxx Xxxxxxxxx; and (iii) Xxxxx Xxxxxxxxxx, with the one other seat initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xxbeing vacant. (b) Matrix shall be entitled Subject to nominate and elect two the provisions of Section 7.4 hereof, three (23) directors persons designated by a majority in interest of the Board Stockholders (each, an “Independent Nominee”) who shall initially be: (i) Simon Best; (ii) Xxxxxxx Xxxxxxx; and (iii) Xxxxxx Xxxxx. Xxxxxx Xxxxx shall serve as the Chairman of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx ManBoard. (c) Sequoia Woodford shall be entitled have the right to nominate and elect increase the size of the Board to by one (1) director and designate one (1) person (the “Woodford Nominee”) to fill the vacancy created by such increase to the size of the Board. For so long as Woodford has designated a Woodford Nominee pursuant to this Section 7.3(c), and for the purposes of determining whether a quorum of the Board has been met for any meeting of the Company (Board, a quorum shall include the “Sequoia Director”), initially to be Xxxxxxx XxxxWoodford Nominee. (d) Yunfeng Invesco shall be entitled have the right to nominate and elect increase the size of the Board to by one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx. (e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors. (f) Tiger shall be entitled to appoint designate one (1) observer person (the “Board ObserverInvesco Nominee”) to fill the vacancy created by such increase to the size of the Board. For so long as Invesco has designated an Invesco Nominee pursuant to this Section 7.3(d), and for the purposes of determining whether a quorum of the Board has been met for any meeting of the CompanyBoard, a quorum shall include the Invesco Nominee. The Board Observer To the extent that any of clauses (a) through (d) above shall have the right to (i) receive not be applicable, any notices, documents and information that the Company delivers to the members member of the Board and (ii) attend and speak at meetings who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the BoardCompany entitled to vote thereon in accordance with, and pursuant to, the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”).

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (a) AIL shall The initial Receiver Designees to be entitled designated for election to nominate and elect two (2) the board of directors of the Board of Corporation at the Company (the “AIL Directors”), initially to 2007 AGM shall be Xxxxxxxx and are Xxxxxx X. Xxxxx and Xxxxxxxx XxXxxxxx Xxxxxxxxx. (b) Matrix shall The initial Xxxxxxxxx Designees to be entitled designated for election to nominate and elect two (2) the board of directors of the Board of Corporation at the Company (the “Matrix Directors”), initially to 2007 AGM shall be Xxxxx Xxxx Xxxxx and Xxxxx Manare Xxxxxxx Xxxxxx and Xxxxxx Xxxx. (c) Sequoia shall be entitled If at any time the board of directors of the Corporation deems it helpful or necessary to nominate and elect add one (1) director additional member to the board of directors (a “New Board Member”) then the board of directors may do so by an act of the Board board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxxdirectors. (d) Yunfeng shall be entitled to nominate and elect one (1) director The board of directors of the Board Corporation will solicit proxies of the Company Shareholders of the Corporation for the 2007 AGM as follows: (i) To elect the “Yunfeng Director”)Receiver Designees. (ii) To elect the Xxxxxxxxx Designees. (iii) To elect Milos Djokovic and the New Board Member, initially if applicable, to the board of directors of the Corporation provided that if Milos Djokovic and the New Board Member, if applicable, or either of them shall not wish to stand for election at the 2007 AGM or in the event that Milos Djokovic is no longer the Chief Executive Officer of the Corporation, the Board shall solicit proxies of the Shareholders of the Corporation to elect, as their replacement or replacements, the person or persons, as the case may be, to be Xxxx Xxdetermined by the board of directors of the Corporation. (e) Xxxx Xxx, one The above-mentioned recommendation by the board of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board Corporation will be presented to the shareholders of the Company (Corporation as part of the “Ordinary Share Directors”), initially management proxy circular to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each circulated in connection with the 2007 AGM. Each of the matters submitted Parties shall, at least one (1) week prior to the Board 2007 AGM, provide each other Party written confirmation of: (i) the number of Directorsshares they beneficially own; and (ii) the instructions they provided to the Corporation with respect to the voting of their shares. If any Party disputes the number of shares or the voting instructions, that Party shall provide written notice of such dispute to the other Party within 2 business days. Failure to provide such notice shall be considered a waiver of the right to object or dispute such written confirmation(s). (f) Tiger The right of the Receiver to, pursuant to the terms of this Agreement, appoint two Receiver Nominees to the board of directors of the Corporation (and the covenant of the other Parties to cause the Receiver Nominees to be appointed to the board of directors of the Corporation) shall cease upon the earlier of: (i) the 2008 AGM; or (ii) the date the Receiver, the Lancer Entities and the beneficial holders of the Lancer Entities cease to be entitled the beneficial owner of at least 10% of the equity securities of the Corporation. For the avoidance of doubt, the provisions of this Section 6 shall in no way impact: (i) the rights granted to appoint one (1) observer the Receiver and Lancer Entities in the Voting Rights Agreement dated July 15, 2004, by and between the Corporation, Lancer Offshore, Inc., Lancer Partners, L.P., Omnifund, Ltd., and LSPV, LLC (the “Board ObserverVoting Rights Agreement”); or (ii) the rights and privileges of the Board Receiver as a shareholder of Zi, including those rights and privileges set forth in Section 4 of this Agreement. (g) The right of Xxxxxxxxx to appoint two Xxxxxxxxx Nominees to the board of directors of the Company. The Board Observer Corporation (and the covenant of the other Parties to cause the Xxxxxxxxx Nominees to be appointed to the board of directors of the Corporation) shall have cease upon the right to earlier of: (i) receive any notices, documents and information that the Company delivers to the members of the Board and 2008 AGM; or (ii) attend and speak at meetings the date Xxxxxxxxx ceases to be the beneficial owner of 5% of the Boardequity securities of the Corporation. (h) For the avoidance of doubt, the Parties agree that a Party’s right to designate a director nominee does not independently disqualify such director nominee from being considered “independent”. For the purposes of this Agreement, the calculation of a Party’s beneficial ownership shall be made without giving effect to any option or warrant with an exercise price per share of common stock greater than then five day, volume weighted average trading price of the Corporation’s common stock.