Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. (a) Purchaser and Purchaser's Board of Directors shall take such action as may be necessary to (i) cause the number of directors comprising the full Board of Directors of Purchaser immediately prior to or at the Closing Date to be 28 persons, 24 of whom shall be then existing directors of Purchaser prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser (collectively, the "Seller Designees"); (ii) elect, as of the Closing Date, one (1) among the Seller Designees to each of the Executive Committee, Nomination and Compensation Committee and Audit Committee (subject to the proviso to the second sentence of Section 5.9(b)) (or any committee or committees performing comparable functions) of the Board of Directors of Purchaser (the "Seller Committee Representation"), and (iii) cause the number of directors comprising the full Board of Directors of Purchaser Bank immediately prior to or at the Closing Date to be 27 persons, 23 of whom shall be then existing directors of Purchaser Bank prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser. (b) From and after the Closing Date, Seller shall be entitled to, and Purchaser and the Purchaser Board of Directors shall take all action necessary or advisable to maintain in place (including nominating, appointing or electing persons designated by Seller), the Seller Committee Representation until the date that Seller no longer holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock (the "Sunset Date"). Seller may, and shall have the sole right to, remove any Seller Designee from any committee upon which such Seller Designee is serving and appoint a director to fill any vacancy, regardless of the cause of such vacancy, on any such committee or the Purchaser Board of Directors caused by the departure of any such Seller Designee (other than a vacancy caused by the occurrence of the Sunset Date or one of the thresholds contemplated by Section 5.9(d) being triggered), PROVIDED that any replacement committee members shall meet the requisite independence and expertise requirements prescribed under applicable law or stock exchange rules. (c) From and after the Closing Date and until the Sunset Date, the Purchaser Board of Directors shall not take, or make any recommendation to Purchaser shareholders with respect to, any of the actions or matters specified in SCHEDULE 5.9(C) unless the Executive Committee or Nomination and Compensation Committee, as applicable, shall have, by action of the members thereof taken in accordance with the provisions of SCHEDULE 5.9(C), previously approved and recommended such action or recommendation to the Purchaser Board of Directors. (d) From and after the Closing Date: (i) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least four (4) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect four (4) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; and (ii) for so long as Seller holds at least ten percent (10%), but less than fifteen percent (15%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least two (2) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect two (2) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; (iii) for so long as Seller holds at least five percent (5%), but less than ten percent (10%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as a director of Purchaser at least one (1) person designated by Seller, who is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect one (1) person designated by Seller to be a director of Purchaser Bank, who is reasonably acceptable to Purchaser; and (iv) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, without the consent of the Seller Designees neither Purchaser's Board of Directors nor Purchaser Bank's Board of Directors shall consist of more than 28 directors. (e) For purpose of determining the number of outstanding shares of Purchaser Common Stock under this Section 5.9, there shall be used the number of shares of Purchaser Common Stock disclosed as outstanding on the cover page of Purchaser's most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the case may be, or the number of shares of Purchaser Common Stock actually outstanding as of a later date, if requested by either party, determined on the same basis as the number of shares disclosed on such Reports. Any share held by any direct or indirect Subsidiary of Seller of which Seller holds 80% or more of the outstanding equity capital or voting shares shall be deemed held by Seller for purposes of this Section 5.

DIRECTORS AND MANAGEMENT. (a) Purchaser and Purchaser's 11.1 Subject to the general supervision of the Board of Commissioners provided under Section 15 of this Agreement, the Board of Directors shall take such action as may be necessary to (i) cause responsible for the number general management of directors comprising the full Company. The Board of Directors of Purchaser immediately prior shall appoint a President Director to or at act as the Closing Date to be 28 persons, 24 of whom shall be then existing directors of Purchaser prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser (collectively, the "Seller Designees"); (ii) elect, as of the Closing Date, one (1) among the Seller Designees to each of the Executive Committee, Nomination and Compensation Committee and Audit Committee (subject to the proviso to the second sentence of Section 5.9(b)) (or any committee or committees performing comparable functions) representative of the Board of Directors with such powers as stated in Section 14 of Purchaser (the "Seller Committee Representation"), and (iii) cause the number of directors comprising the full Board of Directors of Purchaser Bank immediately prior to or at the Closing Date to be 27 persons, 23 of whom shall be then existing directors of Purchaser Bank prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser. (b) From and after the Closing Date, Seller shall be entitled to, and Purchaser and the Purchaser this Agreement. The Board of Directors shall take all action necessary or advisable to maintain in place (including nominating, appointing or electing persons designated by Seller), the Seller Committee Representation until the date that Seller no longer holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock (the "Sunset Date"). Seller may, and shall have the sole right to, remove any Seller Designee from any committee upon which such Seller Designee is serving and also appoint a director to fill any vacancy, regardless of Vice-President Director who shall assist the cause of President Director in his duties on such vacancy, on any such committee or the Purchaser Board of Directors caused terms as shall be decided by the departure of any such Seller Designee (other than a vacancy caused by the occurrence of the Sunset Date or one of the thresholds contemplated by Section 5.9(d) being triggered), PROVIDED that any replacement committee members shall meet the requisite independence and expertise requirements prescribed under applicable law or stock exchange rules. (c) From and after the Closing Date and until the Sunset Date, the Purchaser Board of Directors shall not take, or make any recommendation to Purchaser shareholders with respect to, any of the actions or matters specified in SCHEDULE 5.9(C) unless the Executive Committee or Nomination and Compensation Committee, as applicable, shall have, by action of the members thereof taken in accordance with the provisions of SCHEDULE 5.9(C), previously approved and recommended such action or recommendation to the Purchaser Board of Directors. 11.2 The Board of Directors of the Company shall consist of five (d5) From and after the Closing Date: Directors, three (i) for so long as Seller holds at least fifteen percent (15%3) of which shall be nominated by Smartag and two (2) of which shall be nominated by PTSMNS. Such nominees of the outstanding shares respective Parties shall be appointed and shall take office forthwith upon the initial issue of Purchaser Common StockShares under Section 8.2 above. 11.3 In the event of any change in shareholding of the Company, (A) Purchaser's the composition of the Board of Directors shall nominate be changed to reflect and recommend for election to represent the new shareholding (as directors of Purchaser at least four (4nearly as circumstances permit) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, in a manner and (B) Purchaser shall take such actions as may be required to elect four (4) persons designated by Seller proportion to be directors agreed by the Parties. 11.4 Unless otherwise stipulated in the Articles of Purchaser BankAssociation, each of whom is reasonably acceptable to Purchaser; and (ii) for so long as Seller holds at least ten percent (10%), but less than fifteen percent (15%), the first members of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate be elected at the first general meeting of Shareholders after registration of the Company and recommend shall hold office for the period and on the terms stipulated in Articles of Association. Other members of the Board of Directors (if any) shall be elected and shall hold office in accordance with the Articles of Association. 11.5 If a vacancy shall occur on the Board of Directors, the Board of Directors shall without delay convene a general meeting of the Shareholders which shall elect a Director to fill that vacancy with a candidate designated by the Party which nominated his/her predecessor. 11.6 The Parties shall consult with one another regarding nominees designated by them for election to the Board of Directors and regarding the removal of members of the Board of Directors, without prejudice to their respective rights to make binding nominations of and to cause the removal of any of the Directors (including the President or Vice-President Directors). Each Party may notify the others at any time so as directors to express the desire of Purchaser removing a Director that has been elected from nominees designated by it. 11.7 No meeting of the Board of Directors may be validly held without the attendance of at least three (3) Directors comprising two (2) Directors appointed by Smartag and one (1) Director appointed by Smartag. A Director may attend a meeting of the Board of Directors in person or by proxy appointed in writing. If a proposed Board of Directors meeting fails to establish a quorum, or once a quorum is present fails to maintain a quorum, then another meeting of the Board of Directors shall be called to take place not later than seven (7) days after the date of the first proposed Board Meeting at which the same matters shall be discussed. If there is not a quorum at the second meeting, then the matters which were to have been decided by the Board of Directors shall be referred to a general meeting of Shareholders for a decision. 11.8 At each meeting of the Board of Directors each Director shall have the right to cast one (1) vote for himself and one (1) vote for each Director for whom he may have been appointed as proxy. A resolution shall be deemed to have been adopted as a resolution of the Board of Directors if approved by a majority of the Directors of the Company present and voting. 11.9 A resolution in writing signed by a majority of the members of the Board of Directors (either in person or by proxy) comprising at least two (2) persons designated Directors appointed by SellerSmartag and one (1) Director appointed by PTSMS shall be treated in all respects as if such resolution had been made at a duly convened meeting of the Board of Directors. It shall become effective at the time of signing by the last Director, each unless such a decision in writing provides for retroactive effect. 11.10 Unless otherwise agreed, the Board of whom is reasonably acceptable to Purchaser, and (B) Purchaser Directors shall take such actions as meet at least once a year. A meeting of the Board of Directors may be required to elect called at any time by any two (2) persons designated by Seller Directors who shall give written notice (stating the date, day, time, and place for the proposed meeting) to be directors each member of Purchaser Bank, each the Board of whom is reasonably acceptable to Purchaser; (iii) for so long as Seller holds at least five percent (5%), but Directors no less than ten percent seven (10%)7) days prior to the meeting. 11.11 All travelling, accommodation and related expenses of the outstanding shares Directors incurred in connection with any meeting of Purchaser Common Stock, (A) Purchaser's the Board of Directors shall nominate and recommend for election as a director of Purchaser at least one (1) person designated be reimbursed by Seller, who is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect one (1) person designated by Seller to be a director of Purchaser Bank, who is reasonably acceptable to Purchaser; and (iv) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, without the consent of the Seller Designees neither Purchaser's Board of Directors nor Purchaser Bank's Board of Directors shall consist of more than 28 directorsCompany. (e) For purpose of determining the number of outstanding shares of Purchaser Common Stock under this Section 5.9, there shall be used the number of shares of Purchaser Common Stock disclosed as outstanding on the cover page of Purchaser's most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the case may be, or the number of shares of Purchaser Common Stock actually outstanding as of a later date, if requested by either party, determined on the same basis as the number of shares disclosed on such Reports. Any share held by any direct or indirect Subsidiary of Seller of which Seller holds 80% or more of the outstanding equity capital or voting shares shall be deemed held by Seller for purposes of this Section 5.

DIRECTORS AND MANAGEMENT. (a) Purchaser and Purchaser's 8.1 The Board of Directors shall take such action as may be necessary to (i) cause the number of directors comprising the full Board of Directors of Purchaser immediately prior to or at the Closing Date to be 28 persons, 24 of whom shall be then existing directors of Purchaser prior to responsible for the Closing Date overall direction, supervision and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser (collectively, the "Seller Designees"); (ii) elect, as management of the Closing DateGroup. The Key Shareholder, one (1) among LJ International and the Seller Designees to each of the Executive Committee, Nomination and Compensation Committee and Audit Committee (subject to the proviso to the second sentence of Section 5.9(b)) (or any committee or committees performing comparable functions) Company shall ensure that all Group Companies shall conduct their businesses in accordance with instructions of the Board of Directors of Purchaser (or the "Seller Committee Representation"), and (iii) cause the number board of directors comprising the full Board of Directors of Purchaser Bank immediately prior to or at the Closing Date to be 27 persons, 23 of whom shall be then existing directors of Purchaser Bank prior to the Closing Date and four each Group Companies (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser. (b) From and after the Closing Date, Seller shall be entitled to, and Purchaser and the Purchaser Board of Directors shall take all action necessary or advisable to maintain in place (including nominating, appointing or electing persons designated by Seller), the Seller Committee Representation until the date that Seller no longer holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock (the "Sunset Date"). Seller may, and shall have the sole right to, remove any Seller Designee from any committee upon which such Seller Designee is serving and appoint a director to fill any vacancy, regardless of the cause of such vacancy, on any such committee or the Purchaser Board of Directors caused by the departure of any such Seller Designee (other than a vacancy caused by the occurrence of the Sunset Date or one of the thresholds contemplated by Section 5.9(d) being triggered), PROVIDED that any replacement committee members shall meet the requisite independence and expertise requirements prescribed under applicable law or stock exchange rules. (c) From and after the Closing Date and until the Sunset Date, the Purchaser Board of Directors shall not take, or make any recommendation to Purchaser shareholders with respect to, any of the actions or matters specified in SCHEDULE 5.9(C) unless the Executive Committee or Nomination and Compensation Committee, as applicable, shall have, by action of the members thereof taken in accordance with the provisions of SCHEDULE 5.9(C), previously approved and recommended such action or recommendation to the Purchaser Board of Directors. (d) From and after the Closing Date: (i) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least four (4) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect four (4) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; and (ii) for so long as Seller holds at least ten percent (10%), but less than fifteen percent (15%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least two (2) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect two (2) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; (iii) for so long as Seller holds at least five percent (5%), but less than ten percent (10%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as a director of Purchaser at least one (1) person designated by Seller, who is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect one (1) person designated by Seller to be a director of Purchaser Bank, who is reasonably acceptable to Purchaser; and (iv) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, without the consent of the Seller Designees neither Purchaser's Board of Directors nor Purchaser Bank's Board of Directors shall consist of more than 28 directors. (e) For purpose of determining the number of outstanding shares of Purchaser Common Stock under this Section 5.9, there shall be used the number of shares of Purchaser Common Stock disclosed as outstanding on the cover page of Purchaser's most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the case may be). 8.2 Following the Completion, the Board shall consist of seven (7) Directors. 8.3 The composition of the Board shall be determined as follows: (a) for as long as the Key Shareholder holds a majority of the total issued and outstanding Ordinary Shares on a Fully-Diluted Basis, it shall have the right to nominate, from time to time (and at any time), persons to occupy four (4) positions or vacancies on the Board, one of which shall at all times be Yu Chuan (Xxxxxxx) YIH, who shall serve as chairman of the Board; (b) for as long as FountainVest together with its Affiliates hold in aggregate not less than the Minimum Share Capital, it shall have the right to nominate, from time to time (and at any time), persons to occupy two (2) positions or vacancies on the Board (such Persons nominated by FountainVest being referred in this Agreement as the “FountainVest Directors”); and (c) for as long as Spring Capital together with its Affiliates hold in aggregate not less than the Minimum Share Capital, it shall have the right to nominate, from time to time (and at any time), persons to occupy one (1) position or vacancy on the Board (such Person nominated by Spring Capital being referred in this Agreement as the “Spring Capital Director” and, together with the FountainVest Directors, the “Investor Directors”). 8.4 A Director nominated by a Party as of right hereunder pursuant to Clause 8.3 to a position or vacancy on the Board, upon the relevant Party ceasing to hold the right hereunder to nominate individuals to occupy such position, shall be removed as soon as practicable therefrom, and such Party undertakes to procure the resignation of such Director(s) as if a motion had been duly made for such removal under this Clause 8). If the resignation letter of such Director is not submitted to the Board within reasonable time, each Party agrees to vote all of the Shares registered in such Party’s name or otherwise held by such Party to effect the removal of such Director, subject to and in accordance with the Articles and Applicable Law. 8.5 Without prejudice to the right of the Company to remove any Director for misconduct under Applicable Law and subject to any removal pursuant to Clause 8.4, a Director nominated by a Party as of right hereunder pursuant to Clause 8.3 may be removed from office only by the Party entitled to nominate him, and, upon such removal, or any death, resignation or incapacity of any Director nominated by such Party as of right hereunder, such Party may appoint another Director in his place for so long as it is entitled to appoint and maintain the relevant number of shares Directors pursuant to Clause 8.3. Any such steps, including appointment or removal, shall be effected by the said Party giving notice of Purchaser Common Stock actually outstanding no less than five (5) Business Days in writing to the Company or the Board, and shall take effect, subject to any contrary intention expressed in the notice, as soon as possible after the notice is so delivered. 8.6 As soon as practicable, but in any event within five (5) Business Days after delivery of the notice specified in Clause 8.5, the Parties shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or replacement proposed in such notice, and the Parties agree to vote their Shares in favour of such election or replacement. Such corporate actions may include calling a later datemeeting or circulating a written resolution of the Board, if requested or calling a meeting or circulating a written resolution of the Shareholders of the Company, as applicable. 8.7 Subject to Applicable Law and Clause 6.3(c), each Director shall have one (1) vote at all meeting of the Directors attended by either partyhim. 8.8 Each of the Parties having a right to nominate any Director hereunder undertakes to each other Party that it shall ensure that each Director nominated by it shall comply with the provisions of this Agreement subject always to Applicable Law. 8.9 For so long as FountainVest has the right hereunder to nominate the FountainVest Directors to the Board, at least one FountainVest Director shall serve on each of the committees of the Board, and, for so long as Spring Capital has the right hereunder to nominate the Spring Capital Director to the Board, the Spring Capital Director shall serve on each of the committees of the Board. 8.10 The Company shall maintain (and LJ International and the Key Shareholder shall cause the Company to maintain) the following committees of the Board, with the composition, roles and responsibilities, enumerated in this Clause 8.10 (including all incidental roles and responsibilities as well as such other roles and responsibilities as may be determined from time to time by the Board): (a) an executive committee; (b) a compensation committee; and (c) an IPO committee (“IPO Committee”), consisting of three (3) members and chaired by the FountainVest Director (so long as FountainVest has the right hereunder to nominate the FountainVest Directors to the Board), which committee, consistent with Clause 8.9, shall also include one (1) Director nominated by Spring Capital (so long as Spring Capital has the right hereunder to nominate the Spring Capital Director to the Board) with the balance of members designated by the Key Shareholder, and shall be responsible for selecting the underwriters, outside legal counsel and financial advisors in connection with a Qualified IPO and determining the timing, pricing and size of, and other relevant milestones and steps in connection with, a Qualified IPO (in each case, subject to agreement by the IPO Committee members). 8.11 The Company at its sole cost and expense shall (for so long as and covering any and all periods such Investor Directors are serving, including after a Qualified IPO): (a) take out directors’ liability and indemnity insurance for the Investor Directors, each policy with an insured amount and other terms and conditions that shall be agreed upon by the Company and the Investors, and deliver to the Investors true and accurate copies of such policies forthwith after the policies have been taken out; and (b) indemnify and hold harmless the Investor Directors, and their respective Investor nominating parties, from and against any loss or damage incurred by them for any act or omission taken or suffered by the Investor Directors in connection with acting as a Director, to the maximum extent permitted under Applicable Law, subject to the Articles and customary restrictions on indemnity for acts or omissions taken in bad faith against the same basis Group’s best interest or involving fraud or felonious actions or omissions. 8.12 At least seven (7) Business Days’ written notice shall be given to each Director of any meeting of the Board, and of any meeting of any committee of the Board, unless waived by each Director or each member of any committee of the Board (as the number case may be). Each notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting together with copies of shares disclosed on such Reportsany relevant papers to be discussed at the meeting. Any share held by any direct or indirect Subsidiary The Company shall procure that draft minutes of Seller of which Seller holds 80% or more all meetings of the outstanding equity capital or voting shares Board and all committees of the Board are sent to each of the Directors within thirty (30) Business Days after the holding of such meetings. Each Director shall be deemed held by Seller entitled to appoint any person or any other Director to be his alternate and each alternate shall have one vote for purposes every Director whom he represents, provided that if such alternate is himself a Director then he shall have one vote for every Director whom he represents in addition to any vote of this Section 5his own.

DIRECTORS AND MANAGEMENT. (a) Purchaser and Purchaser's Supervision by the Board 9.1 The Board of Directors shall take such action as may be necessary to (i) cause have the number of directors comprising the full Board of Directors of Purchaser immediately prior to or at the Closing Date to be 28 persons, 24 of whom shall be then existing directors of Purchaser prior to the Closing Date and four (4) of whom shall be designated authority vested in it by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser (collectivelythis Agreement, the "Seller Designees"); (ii) electBye- laws and the relevant provisions of Bermuda law. Therefore, as the Board shall have the overall responsibility for the general course of the Closing Date, one (1) among the Seller Designees to each BT LOOKSMART Business. The Board may form committees by a decision of the Executive Committee, Nomination Directors which committees shall consist of at least 1 LOOK Director and Compensation Committee and Audit Committee 1 BT Director (subject to the proviso to the second sentence of Section 5.9(b)) (or any committee or committees performing comparable functions) of the Board of Directors of Purchaser (the "Seller Committee Representation"), and (iii) cause the number of directors comprising the full Board of Directors of Purchaser Bank immediately prior to or at the Closing Date to be 27 persons, 23 of whom shall be then existing directors of Purchaser Bank prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser. (b) From and after the Closing Date, Seller shall be entitled to, and Purchaser and the Purchaser Board of Directors shall take all action necessary or advisable to maintain in place (including nominating, appointing or electing persons designated by Seller), the Seller Committee Representation until the date that Seller no longer holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock (the "Sunset Date"). Seller may, and shall have the sole right to, remove any Seller Designee from any committee upon which such Seller Designee is serving and appoint a director to fill any vacancy, regardless of the cause of such vacancy, on any such committee or the Purchaser Board of Directors caused by the departure of any such Seller Designee (other than a vacancy caused by the occurrence of the Sunset Date or one of the thresholds contemplated by Section 5.9(d) being triggered), PROVIDED that any replacement committee members shall meet the requisite independence and expertise requirements prescribed under applicable law Shareholders having lost its right to appoint one or stock exchange rules. (c) From and after the Closing Date and until the Sunset Date, the Purchaser Board all of Directors shall not take, or make any recommendation to Purchaser shareholders with respect to, any of the actions or matters specified in SCHEDULE 5.9(C) unless the Executive Committee or Nomination and Compensation Committee, as applicable, shall have, by action of the members thereof taken in accordance with the provisions of SCHEDULE 5.9(C), previously approved and recommended such action or recommendation to the Purchaser Board of its Directors. (d) From and after the Closing Date: (i) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least four (4) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect four (4) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; and (ii) for so long as Seller holds at least ten percent (10%), but less than fifteen percent (15%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least two (2) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect two (2) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; (iii) for so long as Seller holds at least five percent (5%), but less than ten percent (10%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as a director of Purchaser at least one (1) person designated by Seller, who is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect one (1) person designated by Seller to be a director of Purchaser Bank, who is reasonably acceptable to Purchaser; and (iv) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, without the consent of the Seller Designees neither Purchaser's Board of Directors nor Purchaser Bank's Board of Directors shall consist of more than 28 directors. (e) For purpose of determining the number of outstanding shares of Purchaser Common Stock under this Section 5.9, there shall be used the number of shares of Purchaser Common Stock disclosed as outstanding on the cover page of Purchaser's most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the case may be, or as a result of dilution in accordance with Clause 8 in which case the composition of committees shall be amended accordingly) and delegate certain functions to them as the Board may from time to time decide. All committees formed by the Board shall meet at such intervals as directed by the Board and shall have such powers and responsibilities as the Board shall delegate to them. Board of Directors 9.2 The Board shall be comprised of an equal number of shares LOOK Directors and BT Directors (subject to one of Purchaser Common Stock actually outstanding the Shareholders having lost its right to appoint one or all of its Directors as the case may be, as a result of dilution in accordance with Clause 8) and the CEO and CFO. Until otherwise agreed by the Shareholders or until dilution occurs pursuant to Clause 8, there shall be 3 LOOK Directors and 3 BT Directors. The initial appointments to the Board are as follows: LOOK Directors BT Directors CEO CFO -------------- ------------- --- --- Xxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx To be nominated by the BT Shareholder Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx To be nominated by the BT Shareholder Board meetings shall take place once each month or less frequently as the Board shall agree unless by exception the Board agrees otherwise. Each Shareholder shall bear the costs of the Directors appointed by it attending Board meetings. Directors may participate in Board meetings by telephone or video conference, except from the UK or Australia, and shall be counted as present for quorum and voting purposes. Appointment and removal of Directors 9.3 Any appointment or removal of a later dateDirector appointed by a Shareholder shall be effected by notice in writing to BT LOOKSMART signed by or on behalf of the Shareholder in question and shall take effect, if requested by either partysubject to any contrary intention expressed in the notice, determined on when the notice effecting the same basis is delivered to BT LOOKSMART. If one of the Shareholders loses its right to appoint one or all of its Directors, as the case may be, as a result of dilution in accordance with Clause 8, it shall forthwith procure the resignation of the relevant number of shares disclosed on such Reports. Any share held by Directors and obtain from each resigning Director a waiver of any direct or indirect Subsidiary and all rights for compensation for loss of Seller of which Seller holds 80% or more of the outstanding equity capital or voting shares shall be deemed held by Seller for purposes of this Section 5office that they might have.

DIRECTORS AND MANAGEMENT. (a) Purchaser and Purchaser's Board 2.1 The number of Directors shall take such action be five (5). 2.2 The Parties may, so long as may it remains a Shareholder, be necessary entitled to (i) cause nominate the number of directors comprising as follows: CQENS—three (3) and Asahi—two (2). 2.3 Without prejudice to the full Board Company’s right against the Directors personally at law or in equity, each Shareholder agrees that it shall be liable for all acts or omissions of Directors of Purchaser immediately prior to or at the Closing Date person for the time being nominated by it to be 28 persons, 24 a Director or to be a signatory of whom any documents and bank account of the Company. 2.4 The Chairman of the Company shall be then existing directors of Purchaser prior to the Closing Date nominated by CQENS and four (4) of whom shall be designated appointed by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser (collectively, the "Seller Designees"); (ii) elect, as of the Closing Date, one (1) among the Seller Designees to each of the Executive Committee, Nomination and Compensation Committee and Audit Committee (subject to the proviso to the second sentence of Section 5.9(b)) (or any committee or committees performing comparable functions) of the Board of Directors of Purchaser (the "Seller Committee Representation"“Board”), and (iii) cause the number of directors comprising the full Board of Directors of Purchaser Bank immediately prior to or at the Closing Date to be 27 persons, 23 of whom shall be then existing directors of Purchaser Bank prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser. (b) From and after 2.5 If any vacancy occurs in the Closing DateBoard with respect to any Director nominated by any Shareholder, Seller shall be entitled to, and Purchaser and the Purchaser Board of Directors shall take all action necessary or advisable to maintain in place (including nominating, appointing or electing persons designated by Seller), the Seller Committee Representation until the date that Seller no longer holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock (the "Sunset Date"). Seller may, and such Shareholder shall have the sole right to, remove any Seller Designee from any committee upon which such Seller Designee is serving rights and appoint a director power to fill such vacancy. Each Shareholder shall have the right to remove or replace a Director nominated by it at any vacancy, regardless time. Any replacement Director nominated by an Shareholder shall be a person appropriately qualified for the office of director. 2.6 The quorum for the meeting of the cause Board shall not be less than two including at least one Director nominated by each of Shareholders. Unless otherwise agreed by Directors, the notice for convening a meeting of the Board shall be 3 days. 2.7 If within 15 minutes from the time appointed for a meeting of the Board (or such vacancy, on any longer interval as the chairman of the meeting may think fit) a quorum is not present the meeting shall stand adjourned to such committee other day (not being less than 7 days thereafter) and such time and place as may have been specified or (if not so specified) as the Purchaser Board chairman of the meeting may determine and in the latter case not less than 3 days’ notice of the adjourned meeting shall be given in like manner as for the original meeting. At the adjourned meeting one Director present in person shall be a quorum. 2.8 A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors subject to the provisions of this Agreement and the Articles. 2.9 A meeting of Directors caused can be conducted by the departure of any such Seller Designee (other than a vacancy caused by the occurrence telephone and video conference facilities provided that each of the Sunset Date or one Directors can hear and can be heard. 2.10 Subject to the clauses hereof provided otherwise, all resolutions of the thresholds contemplated Directors meeting can only be passed by Section 5.9(d) being triggered), PROVIDED that any replacement committee members shall meet not less than 100% of the requisite independence and expertise requirements prescribed under applicable law or stock exchange rulesvote of the Directors present in the meeting. (c) From and after 2.11 Unless otherwise agreed in writing among the Closing Date and until the Sunset DateShareholders, the Purchaser Board of Directors shall not take, or make any recommendation to Purchaser shareholders with respect to, any financial year of the actions or matters specified in SCHEDULE 5.9(C) unless the Executive Committee or Nomination Company shall end on 31 December. 2.12 The Company shall maintain accurate and Compensation Committee, as applicable, complete accounting records and each Shareholder’s duly authorized representative shall have, by action have full access to all accounting and all other records of the members thereof taken Company at all reasonable times. The accounts of the Company shall be kept in accordance with the provisions of SCHEDULE 5.9(C), previously approved accepted accounting principles in Hong Kong and recommended such action or recommendation to the Purchaser Board of Directorsaudited annually. (d) From 2.13 Any guarantees required to be given by the Shareholders shall be given by each of them and after any payments which fall due pursuant to such guarantees shall be borne by the Closing Date: (i) for so long as Seller holds at least fifteen percent (15%) Shareholders pro rata to their shareholding from time to time. Any payment properly made by any Shareholder pursuant to a guarantee of the outstanding shares Company’s obligations in excess of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least four (4) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect four (4) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; and (ii) for so long as Seller holds at least ten percent (10%), but less than fifteen percent (15%), Shareholder’s pro rata share of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least two (2) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect two (2) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; (iii) for so long as Seller holds at least five percent (5%), but less than ten percent (10%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as a director of Purchaser at least one (1) person designated by Seller, who is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect one (1) person designated by Seller to be a director of Purchaser Bank, who is reasonably acceptable to Purchaser; and (iv) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, without the consent of the Seller Designees neither Purchaser's Board of Directors nor Purchaser Bank's Board of Directors shall consist of more than 28 directors. (e) For purpose of determining the number of outstanding shares of Purchaser Common Stock under this Section 5.9, there total payment made shall be used immediately recoverable by such Shareholder from the number of shares of Purchaser Common Stock disclosed as outstanding on the cover page of Purchaser's most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the case may be, or the number of shares of Purchaser Common Stock actually outstanding as of a later date, if requested by either party, determined on the same basis as the number of shares disclosed on other Shareholder pro rata to such Reports. Any share held by any direct or indirect Subsidiary of Seller of which Seller holds 80% or more of the outstanding equity capital or voting shares shall be deemed held by Seller for purposes of this Section 5other Shareholder’s shareholding.