Common use of Meetings of the Board of Directors Clause in Contracts

Meetings of the Board of Directors. The Board of Directors shall hold regular meetings on at least a quarterly basis. In addition, each member of the Board of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. Meetings of the Board of Directors shall be held at the call of the Chairman of the Board of Directors, the Chief Executive Officer, or any two (2) members of the Board of Directors requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at such meeting. The presence of any member of the Board of Directors at a meeting shall constitute a waiver of notice of the meeting with respect to such member. The members of the Board of Directors may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy at such meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is executed by the requisite number and category of Directors that would be necessary to approve such action at a meeting of the Board of Directors duly called, which consent may be executed in multiple counterparts and by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a meeting shall be given to the members of the Board of Directors who have not consented in writing to such action.

Meetings of the Board of Directors. The (a) Coachmen’s Board of Directors shall hold schedule regular meetings on not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with at least a quarterly basis. In addition, each member two Business Days prior notice of the Board any meetings of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. Meetings of the Board of Directors shall be held at the call of the Chairman of the Coachmen’s Board of Directors, as well as provide to the Chief Executive OfficerLender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directors. (b) Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or any elect, as the case may be, two (2) members of directors designated by the Board of Directors requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice Lender to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at such meeting. The presence of any member of the Board of Directors at a meeting shall constitute a waiver of notice of the meeting with respect to such member. The members of the Board of Directors may, at their election, participate in any regular each annual or special meeting by means for the election of conference telephone directors, which directors shall themselves be entitled, at any time after a Default or similar communications equipment by means an Event of which all persons participating in Default has occurred, to appoint (i) an additional director with the meeting can hear each other. A member’s participation in a meeting pursuant ability to the preceding sentence shall constitute presence in person vote five (5) director votes at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person any annual or by proxy at such meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a special meeting of the Board of Directors may and (ii) an additional “independent director” (as such term is defined in the Exchange Act). (c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment of the Lender’s designees to the Board of Directors and (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be taken without a meeting if a consent in writing setting forth the action so taken is executed expressly permitted by the requisite number terms of such By-laws and category cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendment. (d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender. (e) Coachmen shall compensate each director appointed or elected to the Board of Directors that would be necessary pursuant to approve such action at Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors. (f) Prior to the initial Closing Date, Coachmen shall establish a meeting committee of the Board of Directors duly called, which consent may be executed in multiple counterparts and by facsimile. In (the event any action is taken pursuant “Independent Committee”) responsible for making all decisions relating to this Section 12.3Loan Agreement, it shall not be necessary the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to comply with the Holders or any notice or timing requirements set forth in this Section 12.3alternative financings. Prompt written notice None of the taking of action without a meeting shall be given Directors appointed or elected to the members of the Board of Directors who pursuant to Section 8.10(b) hereof shall at any time serve on the Independent Committee, participant in any deliberations of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee. The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties. In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consented consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing in writing this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to such actionthis Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equity.

Meetings of the Board of Directors. The Board of Directors shall hold regular meetings on at least a quarterly basis. In addition, each member of the Board of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. (a) Meetings of the Board of Directors shall be held at convened by the call Chairman when he/she deems the same to be necessary or advisable. When any Director requests in writing, the Chairman shall convene a meeting of the Board of Directors within thirty (30) days after receiving such request. If the Chairman fails to do so, the Director having requested such meeting shall have the right to take the steps necessary for convening a meeting of the Board of Directors, the Chief Executive Officer, or any two . (2b) members Not less than five(5) Business Days’ notice of each meeting of the Board of Directors requesting shall be given to each Director entitled to attend, and the notice shall be accompanied by an agenda and board papers setting out in such reasonable detail as may be practicable in the circumstances the subject matter of the meeting through and any resolutions to be considered at the meeting, provided however, that such Chairman, upon notice period (i) shall not less than ten apply in the case of an adjourned meeting pursuant to Clause 2.3(e); and (10ii) business days may be reduced with the written or telephonic consent of all the Directors. (c) Any Director may at any time waive any notice required to the members be given to him and if all Directors are present at any meeting of the Board of Directors, such notice specifying all matters to come before the Board presence shall constitute a waiver by each of Directors them of such notice. (d) The quorum for action at such meeting. The presence of any member a meeting of the Board of Directors at a meeting shall constitute a waiver of notice require the presence of the meeting with respect to such member. The members of the Board of Directors may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute in office, provided that at least one (1) Director nominated by each of ZAT and Sinolink is present. (e) If a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy at such meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken under Clause 2.3(d) is not present at a meeting of the Board of Directors within fifteen (15) minutes following the commencement time specified in the notice, any Director entitled to be present at such meeting may require that the meeting be taken without reconvened. Not less than five (5) Business Days’ notice of the reconvened meeting will be given. At the reconvened meeting, a quorum shall exist if at least two (2) or more Directors are present. (f) Subject to the Reserved Matters under Clause 2.4(a) and Schedule 3, resolutions of a meeting if of the Board of Directors shall be adopted by the affirmative vote of a consent majority of those present and voting in such meeting, and each Director shall have one (1) vote. (g) A resolution in writing setting forth signed or approved in writing by all Directors entitled to notice of a meeting of the action so taken is executed by the requisite number and category Board of Directors that would shall be necessary to approve such action as valid and effectual as if it had been passed at a meeting of the Board of Directors duly calledconvened, which consent held and constituted. Such written resolution may be executed contained in multiple counterparts and one (1) document or in several documents in like form, each signed or approved by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice one (1) or timing requirements set forth in this Section 12.3. Prompt written notice more of the taking of action without a said Directors. (h) A meeting shall be given to the members of the Board of Directors may consist of a conference between Directors, some or all of whom are in different places provided that each Director who have participates is able: (i) to hear each of the other participating Directors addressing the meeting; and (ii) if he/she so wishes, to address all of the other participating Directors simultaneously, whether directly, by conference telephone or by any other form of communications equipment (whether or not consented in writing to such actionequipment is available on the date hereof) or by a combination of those methods.

Meetings of the Board of Directors. The Board of Directors shall hold regular meetings on at least a quarterly basis. In addition, each member of the Board of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. Meetings of the Board of Directors shall be held at the call of the Chairman of the Board of Directors, the Chief Executive Officer, or any two (2a) members of the Board of Directors requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at such meeting. The presence of any member of the Board a majority of Directors at a meeting shall constitute a waiver of notice of the meeting with respect to such member. The members of the Board of Directors may, at their election, participate then in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors office shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy Board; provided, that at least one (1) Nominee Director is present at such meeting. Notwithstanding anything If a quorum as defined herein is not achieved at any duly called meeting because of the absence of a Nominee Director, such meeting may be postponed to a time no earlier than 48 hours after written notice of such postponement has been given to all the contrary Directors. If no Nominee Director is present at the postponed meeting, then the Board meeting may proceed without a Nominee Director present and the requirement for at least one (1) Nominee Director to make a quorum shall be ineffective for purposes of that meeting but shall remain in this Agreementeffect for future Board meetings. (b) Unless otherwise restricted by Applicable Law, any action that may required or permitted to be taken at a any meeting of the Board or of Directors any committee thereof may be taken without a meeting if a all Directors or Director members of such committee, as the case may be, consent thereto in writing setting forth or by electronic transmission, and the action so taken is executed by writings or electronic transmissions are filed with the requisite number and category minutes of Directors that would be necessary to approve such action at a meeting proceedings of the Board of Directors duly calledor committee. (c) Unless otherwise restricted by Applicable Law, which consent may be executed the Company shall pay all fees, charges and expenses (including travel and related expenses) incurred by each Nominee Director in multiple counterparts and by facsimile. In connection with: (i) attending the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a meeting shall be given to the members meetings of the Board and all committees thereof and (ii) conducting any other Company business requested by the Company. (d) Unlike the Original Directors, the Nominee Directors will not receive any compensation from the Company for their service on the Board but may be compensated by Dynevolve or its Affiliates, as they may elect. The Company shall treat the Nominee Directors the same as the Original Directors in all other respects, including but not limited to the right to indemnification for claims and advancement of attorneys’ fees and related expenses arising out of their service as Directors, including the international travel expenses for the Nominee Directors who have not consented to attend the Company’s AGM and Board meetings held in writing to Perth if such actionmeetings are approved by the Board.

Meetings of the Board of Directors. (a) The Board of Directors shall hold regular meetings on at least a quarterly basisno less frequently than once every Fiscal Quarter and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 5.2(b)) and adopt rules or procedures consistent with the terms of this Agreement. In additionUnless otherwise approved by the Board of Directors, each member regular meeting of the Board of Directors shall will be available held at all reasonable times to consult with other members a location specified on an alternating basis first, by those Directors designated by ADM Polymer Corporation, next by those Directors designated by MBX, etc. for the convenience of the Board Directors specifying the location. If the Directors designated by a Member and having the right to specify the location do not so specify, the meeting will be held at the Joint Sales Company's principal place of Directors on matters relating to the duties of the Board of Directorsbusiness. Meetings of At such meetings the Board of Directors shall transact * CONFIDENTIAL TREATMENT REQUESTED such business as may properly be held brought before the meeting, whether or not notice of such meeting referenced the action taken at the call of the Chairman such meeting. At all meetings of the Board of Directors, the Chief Executive Officer, or any two (2) members participation of at least one Director appointed by each of ADM Polymer Corporation and MBX shall constitute a quorum. Each Director shall have one vote on all matters before the Board of Directors; provided, however, that the Director appointed by each of ADM Polymer Corporation and MBX present at any meeting shall have the authority to cast the votes of any of such Party's appointed Directors requesting such who are absent from the meeting. The act of a majority of the Directors present at any meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to at which a quorum is present shall be the members act of the Board of Directors, unless by express provision of the Act, or of this Agreement, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the Directors present at any meeting may, without notice specifying all matters other than announcement at the meeting, adjourn such meeting from time to come before time until a quorum is present. A Director may appoint in writing an alternate to act in such Director's absence at any meetings of the Board of Directors for action at such meeting. The presence of any member Directors. (b) Special meetings of the Board of Directors may be called by any Director. Notice of each such meeting shall be given to each Director on the Board of Directors by telephone, telecopy, telegram, or similar method, or sent by first-class mail (in each case, notice shall be given at least three (3) weeks before the time of the meeting, unless a longer notice period is established by the Board of Directors). Each such notice shall state (i) the time, date, place (which shall be at the principal office of a Member other than the Member who designated the Director calling such meeting unless otherwise agreed to by all Directors) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Directors. Any Director may waive notice of any meeting in writing before, at, or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, and does in fact object, to the transaction of any business on grounds that the meeting with respect was not properly called. (c) Any action required to such member. The members be taken at a meeting of the Board of Directors mayDirectors, or any action that may be taken at their electiona meeting of the Board of Directors, participate in any regular or special may be taken at a meeting held by means of conference telephone or similar other communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation Participation in such a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy at such meeting. . (d) Notwithstanding anything to the contrary in this AgreementSection 5.2, the Board of Directors may take without a meeting any action that may be taken at a meeting of by the Board of Directors may be taken without a meeting under this Agreement if a consent in writing setting forth the such action so taken is executed approved by the requisite number and category of Directors that would be necessary to approve such action at a meeting unanimous written consent of the Board of Directors duly called, which consent may be executed in multiple counterparts and by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a meeting shall be given to the members of the Board of Directors who have not consented in writing to such actionDirectors.

Meetings of the Board of Directors. The Board of Directors shall hold regular meetings on at least a quarterly basis. In addition, each member of the Board of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. (a) Meetings of the Board of Directors shall be held concured whenever necessary but at the call of least once a year and shall be chaired by the Chairman of GEC Africa. If the Board of DirectorsChairman cannot do so, the Chief Executive Officer, or any two Managing Director of GEC Africa does so. (2b) members Notice of the Board of Directors requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at such meeting. The presence of any member of the Board of Directors at a meeting shall constitute a waiver of notice of the meeting with respect to such member. The members of the Board of Directors may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members meetings of the Board of Directors shall constitute be made at least three (3) weeks in advance to each Director and, where appropriate, to the statutory auditor, and, where someone needs a quorum Board of Directors to avoid being notified as the four meetings referred to above, each Director and, where appropriate, the statutory auditor shall be notified. , by fax, as far as possible before the meeting, but in no case less than three (3) days before the meeting. (c) The statement referred to in point (b) shall include the agenda for all matters dealt with at the meeting, in so detail, how reasonable and necessary for directors and statutory auditors to examine, where appropriate, the issues to be examined at the meeting, and in any event describe in detail all such matters referred to in section 6.2 below. (d) All resolutions of the Board of Directors shall be adopted by a positive vote of three (3) or more directors at the meeting of the Board of Directors. Members If directors vote in favour of them, the adoption of the Board resolution shall be determined by a majority of Directors may vote in person or by proxy all shareholders. (e) The nature of the procedure held at such meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Board of Directors may and its resolutions shall be taken without a recorded in the minutes of the meeting if a consent containing the names and stamps of the meeting chairperson, directors and statutory auditors present at the meeting. The minutes of the meeting shall be kept in writing setting forth the action so taken post of Head of GEC Africa for ten (10) years. Copies of the minutes the board of directors is executed immediately delivered to each shareholder. (f) The reasonable travel and accommodation costs of the shareholders of the Gec Africa Board and/or the shareholders of gec Africa shall be borne by GEC Africa. 6.1.5 Requirements requiring the requisite number and category of Directors that would be necessary to approve such action at a meeting unanimous approval of the Board of Directors duly called, which consent may be executed in multiple counterparts and by facsimileDirectors. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a meeting shall be given to the members of the The Board of Directors who have not consented in writing to such actionshall require unanimous approval: (a) the adoption, amendment or repeal of the rules on the maintenance of shareholders.

Meetings of the Board of Directors. The Board of Directors shall hold regular (a) Regular meetings on at least a quarterly basis. In addition, each member of the Board of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. Meetings of the Board of Directors shall be held on at least a quarterly basis at such date and time as the Board of Directors may designate. Special meetings of the Board of Directors may be called at any time by the Chairman and shall be called by the Chairman at the call written request of any Director who makes such request in good faith. Unless otherwise agreed by all of the Directors prior to a meeting, meetings of the Board of Directors may be held only in New York, New York or Chicago, Illinois. (b) Notice of a meeting of the Board of Directors or any committee thereof stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Director by telephone, electronic mail or facsimile no less than 30 days before the date of the meeting; provided that the Chairman or the Director requesting the meeting may reduce the advance notice period for any meeting to no less than four Business Days if the Chairman or such Director determines, acting reasonably and in good faith, that it is necessary in the best interests of the Company for the Board of Directors to take action within a time period of less than 30 days. Notice of any meeting may be waived in writing by any Director. Presence at the meeting shall constitute waiver of any deficiency of notice under this Section 5.3, except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not called or convened in accordance with this Agreement and does not otherwise attend the meeting. (c) The Secretary of the Company shall circulate to each Director an agenda for each meeting not less than five Business Days in advance of such quarterly meeting (or if sent by facsimile or email, three Business Days before the date of such meeting). In the case of a quarterly meeting, such agenda shall include a discussion of the financial reports most recently delivered pursuant to Article 6 and any other matters that a Director may reasonably request to be included on such agenda (subject, however, to Section 6.6 and Section 11.6). In the case of a special meeting, the agenda for such meeting shall be established by the Chairman and shall include any matters specified by the Director requesting such meeting, if applicable, and shall be provided to each Director at the time such meeting is called. (d) The presence in person or by proxy of a number of Directors equal to a majority of the Whole Board shall constitute a quorum for the conduct of business at any meeting of the Board of Directors; provided that, in order to constitute a quorum, (i) at least a majority of the Directors present in person or by proxy must be Directors appointed by MH and (ii) if CME Group has the right to appoint any Directors and subject to the last sentence of this Section 5.3(d), at least one Director present in person or by proxy must be a Director appointed by CME Group. If such quorum shall not be present at any meeting of the Board of Directors, the Chief Executive OfficerDirectors present shall adjourn the meeting and promptly give notice of when it shall be reconvened, or any two (2) members which notice shall include a copy of the notice previously given with respect to such meeting and, if applicable, shall specify in writing that the Board of Directors requesting has invoked the procedures with respect to such reconvened meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to set forth in the members of the Board of Directors, following sentence. If such notice specifying all matters is given and the reconvened meeting is held at least 48 hours after the meeting at which a quorum was not present, then, at such reconvened meeting, the presence in person or by proxy of at least one Director appointed by CME Group shall not be required in order for a quorum to come be present, provided, however, that (A) the only business that may be conducted at such reconvened meeting is the business specifically set forth in the notice of meeting for the original meeting and (B) no action that requires Board Supermajority Approval under Section 5.3(f) may be taken at such reconvened meeting unless at least one Director appointed by CME Group is present and such action is approved in accordance with Section 5.3(f). (e) Each Director shall be entitled to cast one vote with respect to each matter brought before the Board of Directors for action at such meeting. The presence of (or any member of the Board of Directors at a meeting shall constitute a waiver of notice of the meeting with respect to such member. The members of the Board of Directors may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means committee thereof of which all persons participating such Director is a member) for approval. Except as set forth in Section 5.3(f), the meeting can hear each other. A member’s participation in affirmative vote of a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy attendance at such meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Board of Directors may (or any committee thereof) at which a quorum is present shall be taken without a meeting if a consent in writing setting forth required to authorize any action by the Board of Directors (or any committee thereof) and shall constitute the action so taken is executed by the requisite number and category of Directors that would be necessary to approve such action at a meeting of the Board of Directors duly called(or any committee thereof) for all purposes. (f) Notwithstanding any other provision of this Agreement (but subject to Section 5.3(g), which consent may be executed in multiple counterparts Section 10.4 and by facsimile. In Section 11.4), if CME Group’s Parent Aggregate Percentage Interest has not gone below the event any action is taken pursuant to this Section 12.3CME Group Threshold, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice authorization of the taking following actions shall require the affirmative vote of action without (i) a meeting shall be given to the members majority of the Directors in attendance at any meeting at which a quorum is present and (ii) the affirmative vote of at least one Director appointed by CME Group (“Board Supermajority Approval”) and no Company Entity may take any of Directors who have not consented in writing to the following actions without such action.approval:

Meetings of the Board of Directors. The Board of Directors shall hold regular (a) Regular meetings on at least a quarterly basis. In addition, each member of the Board of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. Meetings of the Board of Directors shall be held on at least a quarterly basis at such date and time as the Board of Directors may designate. Special meetings of the Board of Directors may be called at any time by the Chairman and shall be called by the Chairman at the call written request of any Director who makes such request in good faith. Unless otherwise agreed by all of the Directors prior to a meeting, meetings of the Board of Directors may be held only in New York, New York or Chicago, Illinois. (b) Notice of a meeting of the Board of Directors or any committee thereof stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Director by telephone, electronic mail or facsimile no less than 30 days before the date of the meeting; provided that the Chairman or the Director requesting the meeting may reduce the advance notice period for any meeting to no less than four Business Days if the Chairman or such Director determines, acting reasonably and in good faith, that it is necessary in the best interests of the Company for the Board of Directors to take action within a time period of less than 30 days. Notice of any meeting may be waived in writing by any Director. Presence at the meeting shall constitute waiver of any deficiency of notice under this Section 5.3, except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not called or convened in accordance with this Agreement and does not otherwise attend the meeting. (c) The Secretary of the Company shall circulate to each Director an agenda for each meeting not less than five Business Days in advance of such quarterly meeting (or if sent by facsimile or email, three Business Days before the date of such meeting). In the case of a quarterly meeting, such agenda shall include a discussion of the financial reports most recently delivered pursuant to Article 6 and any other matters that a Director may reasonably request to be included on such agenda (subject, however, to Section 6.6 and Section 11.6). In the case of a special meeting, the agenda for such meeting shall be established by the Chairman and shall include any matters specified by the Director requesting such meeting, if applicable, and shall be provided to each Director at the time such meeting is called. (d) The presence in person or by proxy of a number of Directors equal to a majority of the Whole Board shall constitute a quorum for the conduct of business at any meeting of the Board of Directors; provided that, in order to constitute a quorum, (i) at least a majority of the Directors present in person or by proxy must be Directors appointed by MH and (ii) if CME Group has the right to appoint any Directors and subject to the last sentence of this Section 5.3(d), at least one Director present in person or by proxy must be a Director appointed by CME Group. If such quorum shall not be present at any meeting of the Board of Directors, the Chief Executive OfficerDirectors present shall adjourn the meeting and promptly give notice of when it shall be reconvened, which notice shall include a copy of the notice previously given with respect to such meeting and, if applicable, shall specify in writing that the Board of Directors has invoked the procedures with respect to such reconvened meeting set forth in the following sentence. If such notice is given and the reconvened meeting is held at least 48 hours after the meeting at which a quorum was not present, then, at such reconvened meeting, the presence in person or by proxy of at least one Director appointed by CME Group shall not be required in order for a quorum to be present, provided, however, that (A) the only business that may be conducted at such reconvened meeting is the business specifically set forth in the notice of meeting for the original meeting and (B) no action that requires Board Supermajority Approval under Section 5.3(f) may be taken at such reconvened meeting unless at least one Director appointed by CME Group is present and such action is approved in accordance with Section 5.3(f). (e) Each Director shall be entitled to cast one vote with respect to each matter brought before the Board of Directors (or any two (2committee thereof of which such Director is a member) members for approval. Except as set forth in Section 5.3(f), the affirmative vote of a majority of the Directors in attendance at any meeting of the Board of Directors requesting (or any committee thereof) at which a quorum is present shall be required to authorize any action by the Board of Directors (or any committee thereof) and shall constitute the action of the Board of Directors (or any committee thereof) for all purposes. (f) Notwithstanding any other provision of this Agreement (but subject to Section 5.3(g), Section 10.4 and Section 11.4), if CME Group’s Parent Aggregate Percentage Interest has not gone below the CME Group Threshold, authorization of the following actions shall require the affirmative vote of (i) a majority of the Directors in attendance at any meeting at which a quorum is present and (ii) the affirmative vote of at least one Director appointed by CME Group (“Board Supermajority Approval”) and no Company Entity may take any of the following actions without such meeting through approval: (i) approval of the Annual Budget of the Company for any given Fiscal Year (the “Subject Fiscal Year”), or any amendment thereto (but not, for the avoidance of doubt, any Preliminary Annual Budget), if any of the following conditions exist (for illustrative purposes, determinations of whether the conditions set forth in clauses (A), (B), (C) and (D) exist under hypothetical circumstances are set forth in Schedule 5.3(f)(i)): (A) the actual Margin for the Fiscal Year before such ChairmanSubject Fiscal Year (the “Reference Fiscal Year”) is (1) five percentage points or more below the Baseline Margin for such Reference Fiscal Year, upon not (2) five percentage points or more below the actual Margin in the Fiscal Year before such Reference Fiscal Year or (3) five percentage points or more below the Margin Floor in effect for such Reference Fiscal Year; (B) the aggregate amount of all cash distributed to the Members in respect of the Reference Fiscal Year was less than ten the amount equal to (10x) business days written 90% of EBITDA in such Reference Fiscal Year, less (y) interest payments made in such Reference Fiscal Year, less (z) the amount of cash required to finance acquisitions in such Reference Fiscal Year (provided that at least one Director appointed by CME Group voted in favor of approval of any such acquisition); (C) the projected Margin in the proposed Annual Budget for the Subject Fiscal Year is (1) five percentage points or telephonic notice more below the Baseline Margin in effect for such Subject Fiscal Year, (2) five percentage points or more below the actual Margin for the Reference Fiscal Year or (3) five percentage points or more below the Margin Floor in effect for such Subject Fiscal Year; or (D) the aggregate amount of all cash projected by the proposed Annual Budget to be distributed to the members Members in respect of the Subject Fiscal Year is less than the amount equal to (x) 90% of EBITDA, less (y) interest payments, projected by the proposed Annual Budget for such Subject Fiscal Year; provided that, if Board Supermajority Approval is required in respect of a proposed Annual Budget as the result of any of the conditions in clauses (A) through (D) existing and such Board Supermajority Approval is not given within 60 days of the delivery of such proposed Annual Budget to the Board of Directors, the Annual Budget for the Reference Fiscal Year shall thereupon become the Annual Budget for such notice specifying all matters to come before Subject Fiscal Year (the “Rollover Annual Budget”) until Board of Directors Supermajority Approval for action at an Annual Budget for such meeting. The presence of any member Subject Fiscal Year is given; provided that the aggregate expenses, capital expenditures and investments in such Rollover Annual Budget may (by determination of the Board of Directors at a meeting shall constitute a waiver of notice without Board Supermajority Approval) be increased by an amount equal to the percentage difference between the CPI for the last month of the meeting Reference Fiscal Year and the CPI for the calendar month that is 12 months prior to such calendar month (and the term Rollover Annual Budget shall refer to such increased budget); (ii) approval of material changes to the Brand Management Plan or the Strategic Plan of the Company; (iii) approval of material changes to the Business or Purpose of the Company; (iv) during the Blackout Period, any sale of all or substantially all of the assets of the Company Entities, taken as a whole, initial public offering, or sale, merger or consolidation of the Company (for the avoidance of doubt, without limiting the provisions of Articles 9 and 10 to the extent applicable); (A) any acquisition, whether by purchase of assets or stock, merger or consolidation or otherwise, of assets or a business involving the payment by a Company Entity of consideration in excess of $25,000,000, other than in accordance with the contractual obligations set forth on Schedule 5.3(f)(v)(A) hereto or (B) any disposition, whether by sale of assets or stock, merger or consolidation or otherwise, of assets or a business having a value in excess of $15,000,000; 34 (vi) any issuance of Membership Interests; (vii) any redemption of Membership Interests; (viii) any admission of new Members, including as a result of a Transfer by a Member of its Membership Interest (or any portion thereof), other than admission of new Members as a result of a Transfer described in Section 9.1(a) or Section 9.1(b); (ix) any Additional Capital Contributions from any Member; (x) any capital expenditure in excess of $1,000,000 in any Fiscal Year, or aggregate capital expenditures in any Fiscal Year in excess of $1,500,000, in each case except as contemplated by the Annual Budget then in effect; (xi) any incurrence or issuance of Indebtedness by any Company Entity to a Person other than a Company Entity that would result in an aggregate total outstanding principal amount (without duplication) of such Indebtedness of the Company Entities in excess of $30,000,000, or any pledge, mortgage, encumbrance or other grant of a security interest in any of its properties or assets of any Company Entity with respect to any Indebtedness of any Company Entity to any Person other than a Company Entity in excess of such aggregate amount (without duplication); (xii) subject to Section 5.8(e), the hiring of the Chief Executive Officer and the Chief Financial Officer, if any, of the Company; (xiii) any transaction with any Member or any of its Affiliates, other than transactions pursuant to the Transaction Documents or the intercompany agreements set forth on Schedule 5.3(f)(xiii) hereto and any other transactions entered into in the ordinary course of business consistent with past practice of the Company (including the past practice of MH prior to the date hereof) that are either immaterial (individually or in the aggregate with other transactions with such Member or any of its Affiliates) or on terms no less favorable to the Company Entities than those that could be obtained on arm’s-length terms from a Person who is not an Affiliate; (xiv) any license of any Company brand to MH or any of its Affiliates (including Platts); (xv) making any loans to any Member or officer or employee of the Company Entities, other than loans to officers and employees for amounts in the ordinary course of business consistent with past practice of the Company (including the past practice of MH prior to the date hereof), including travel advances, that in the aggregate are not material, or forgiving any loans to any Member or officer or employee of the Company; (xvi) any distribution to Members other than as required by Section 8.1(a); (xvii) any amendment of, or consent or waiver under, any Transaction Document (other than the Certificate of Formation, the amendment of which shall be governed by Section 14.2) in any manner that adversely affects the CME Group Members or disproportionately benefits any other Member; (xviii) any settlement or compromise of any litigation or claims in which the amount payable by the Company Entities exceeds $750,000, or aggregate settlements or compromises of any litigation or claims in any Fiscal Year in which the amount payable by the Company Entities exceeds $1,500,000, in each case other than litigations and claims relating to the Company’s Intellectual Property; and (xix) any voluntary (or consent to any involuntary) bankruptcy or any dissolution or liquidation of the Company. (g) Notwithstanding anything herein to the contrary, the provisions of Section 5.3(f) shall terminate and Board Supermajority Approval shall no longer be required for any matter upon the earlier of (i) at MH’s election, a Change of Control of CME Group in which the Acquirer is not a Qualified Party (an “Unqualified Party Approval Termination”), such election, if any, to be made by MH not more than twenty Business Days after such Change of Control (and if not made by MH by such date, the right to make such an election with respect to such member. The members Change of Control of CME Group shall be irrevocably waived) and (ii) if MH delivers a Specified Buy-Out Notice, the later of (x) delivery of an irrevocable waiver of MH’s right to defer the Put/Call Closing Date pursuant to Section 9.4(b) in respect of such MH Special Call or CME Group Put and (y) the date on which all required governmental approvals, if any, in respect of the Board Transfer contemplated by such Specified Buy-Out Notice shall have been received. In the event that the provisions of Directors maySection 5.3(f) are terminated pursuant to clause (ii) of this paragraph (g), at their electionboth Parents’ obligations under Article 11 and Article 12 shall all terminate; provided, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating however, in the meeting can hear each other. A membercase of this clause (ii) that (x) such Board Supermajority Approval rights and MH’s participation in a meeting pursuant obligations under Article 11 and Article 12 shall be automatically restored prospectively without any further action of the parties if MH breaches its obligation to consummate the preceding sentence MH Special Call or CME Group Put, as applicable, as required by the terms of this Agreement and (y) CME Group’ obligations under Article 11 and Article 12 shall constitute presence in person at such meeting for all purposes be automatically restored prospectively without any further action of the parties if CME Group breaches its obligation to consummate the MH Special Call or CME Group Put, as applicable, as required by the terms of this Agreement. A majority . (h) The Secretary of the members of Company or, if he or she is not present, any individual whom the Board of Directors shall constitute a quorum of the Board of Directors. Members Chairman of the Board of Directors may vote in person or appoint, shall keep minutes of each meeting which shall reflect all actions taken by proxy at such meeting. Notwithstanding anything the Board of Directors thereat. (i) The Board of Directors may establish other provisions and procedures relating to the contrary governance of its meetings that are not in conflict with the terms of this Agreement, . (j) No more than 30 days following any action that may be taken at a meeting of the Board of Directors may or any committee thereof, the Company shall provide or cause to be taken without a provided minutes of such meeting if a consent in writing setting forth to all Directors (or members of such committee), which minutes shall state the action so taken is executed by the requisite number date, place and category of Directors that would be necessary to approve such action at a meeting time of the Board meeting, the Directors present at such meeting and, if applicable, the resolutions put to a vote and the results of Directors duly called, which consent may be executed in multiple counterparts and by facsimilesuch voting. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a meeting All minutes shall be given subject to the members a vote of the Board of Directors who have not consented in writing to such action.approval by the

Meetings of the Board of Directors. 16.3.1. The Board of Directors shall will hold regular meetings on its first meeting fifteen (15) days at least a quarterly basisthe latest after the COMPANY INCORPORATION DATE. In additionAt this first meeting, each member of the Board of Directors shall be available at all reasonable times will: • confirm the decisions made by the Preparation Committee, carry out the joining formalities with the Preparation Committee and dissolve the Preparation Committee; • choose the President and Vice-President; • nominate the special advisor to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. Meetings of the Board of Directors shall be held at the call of the Chairman of the Board of Directors, the Chief Executive Officer, or any two (2) members of the Board of Directors requesting such meeting through such ChairmanDeputy Chief Executive Officers, upon not less than ten (10) business days written or telephonic notice to the members Chief Engineer, the Chief Accountant and other high-level management executives, and decide on their remuneration; • approve the company’s MEMORANDUM AND ARTICLES OF ASSOCIATION; • fix the COMPANY’s budget for the current year depending on the COMPANY’S activity plan for the current year and the investment plan; • establish the COMPANY’s base management system. In addition at this same session of the Board of Directors, such notice specifying all matters to come before the : • The APPENDED CONTRACTS will be signed; • The Board of Directors for action at such meetingwill confirm that it will respect the provisions set out by the PARTIES in the CONTRACT, in particular those relating to the RIGHT OF PRE-EMPTION, the OPTIONS TO BUY and the dissolution of the COMPANY. 16.3.2. The presence Board of any member Directors must meet at least four times a year. Any meeting must be convened by written notification addressed at least thirty (30) days in advance and chaired by the President of the Board. In addition, the President must convene a meeting of the Board within fifteen (15) days of Directors at a meeting shall constitute a waiver receipt of notice of any written request, emanating from more than three directors and specifying the meeting with respect questions to such memberbe included on the agenda. The members of the Board of Directors may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy at such meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a Any meeting of the Board of Directors may be taken without a held by telephone conference, video conference or any other equivalent method of communication that allows all the directors participating in the meeting if a consent to understand and communicate with each other; all the directors who have participated in writing setting forth the action so taken is executed by the requisite number and category of Directors that would be necessary to approve such action at a meeting of the Board of Directors duly called, which consent may be executed are regarded as being present in multiple counterparts and by facsimileperson at the said meeting. 16.3.3. In the event any action is taken pursuant to this Section 12.3, it shall If a director cannot be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice attend a meeting of the taking Board of action without Directors, he may mandate a representative of the PARTY concerned to represent him and vote in his name and on his behalf. If no representative is mandated to attend a meeting shall of the Board of Directors, the absent director is regarded as having renounced his right to vote at that meeting. 16.3.4. Any meeting of the Board requires a quorum of two thirds of the directors present or represented (in the case in point, six directors). If a quorum is not reached at a meeting of the Board, that meeting will be given postponed automatically to the members next working day, at the same time and place. Each Party will ensure that its representatives are present or represented at all meetings of the Board of Directors. Any decision adopted at a meeting of the Board where a quorum has not been reached in the conditions set out in the paragraphs above is regarded as null and void. 16.3.5. Meetings of the Board of Directors who have not consented are usually held at the COMPANY’s head office, but may also be held at any other place decided by the Board of Directors. The COMPANY will take responsibility for the travelling and accommodation expenses incurred by the directors to attend meetings of the Board. 16.3.6. At each meeting, the President of the Board nominates a secretary charged with the true and complete drafting, in writing to such actionChinese and English, of the minutes of the meetings. These minutes will be signed immediately by the directors present at the end of any meeting of the Board and if the meeting is held by video conference or telephone, the minutes will be signed by fax as soon as possible and within 96 hours at the most. Minutes of meetings are kept at the COMPANY’s head office. 16.3.7. Directors exercise their function without being paid. However, expenses arising from the participation of directors at the Board of Directors will be paid by the COMPANY, as normal expenses, within reasonable limits.

Meetings of the Board of Directors. The Board of Directors shall hold ---------------------------------- schedule regular meetings on not less frequently than once every quarter. The Company shall reimburse the Purchasers for all direct out-of-pocket expenses reasonably incurred by any director designee of the Purchasers in attending such meetings. In the event the director designated by Crosslink Capital cannot attend any such meeting, the Company shall reimburse Crosslink for all direct out-of-pocket expenses reasonably incurred by any employee of Crosslink Capital who is designated by Crosslink Capital to attend such meeting in place of the director designated by Crosslink Capital. Each Purchaser and each other Person who then owns, of record or beneficially, or has the right to acquire at least a quarterly basis. In addition400,000 of Series E Preferred Stock shall be entitled to designate one (1) individual reasonably acceptable to the Company (such designee, each member an "Observer") -------- who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings (including any action to be taken by written consent) of the Board of Directors shall be available at of the Company and all reasonable times committees thereof; provided, -------- however, that the Company reserves the right to consult with other members withhold any information and to ------- exclude any Observer from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board of Directors on matters relating as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the duties judgment of the Board of Directors. Meetings of Company's outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board of Directors shall be held at to breach its fiduciary duties, (b) in the call good faith determination of the Chairman a majority of the Board of Directors, the Chief Executive Officer, or any two (2) members of the Board of Directors requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to the members of the Board of Directors, will result in a conflict of interest with the Company due to such notice specifying all matters to come before Observer's relationships with any Purchaser of their affiliates, or (c) in the Board of Directors for action at such meeting. The presence of any member good faith judgment of the Board of Directors at a meeting shall constitute a waiver of notice management of the meeting with respect Company, would lead to such member. The members disclosure of trade secrets or confidential information of the Board of Directors may, at their election, participate in any regular Company or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of (d) not permit the members of the Board of Directors, in order to satisfy their respective fiduciary duties, to discuss without reservation a topic (or avoid disclosure of information on such topic) which the Board of Directors reasonably believes could result in a conflict of interest between the Company and any Observer, stockholder or director representative. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall constitute a quorum not be (a) permitted to vote at any meeting of the Board of Directors. Members , or (b) counted for purposes of determining whether there is sufficient quorum for the Board of Directors may vote in person to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, that no Observer shall owe any fiduciary or by proxy at such meeting. Notwithstanding anything other duties to the contrary shareholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its shareholders except as specifically set forth in this AgreementSection 3.10. Each Purchaser entitled to an Observer shall designate, and may replace, such Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action that may taking effect. The Company shall not be taken at a obligated to reimburse any Purchaser for any out-of-pocket expenses incurred by any Observer in attending any meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is executed by the requisite number and category of Directors that would be necessary to approve such action at a meeting of the Board of Directors duly called, which consent may be executed in multiple counterparts and by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a meeting shall be given to the members of the Board of Directors who have not consented in writing to such actionDirectors.

Meetings of the Board of Directors. The Board of Directors shall hold regular meetings on at least a quarterly basis. In addition, each member (1) All resolutions of the Board board of Directors directors must be adopted only with the affirmative votes of 2/3 or more of all directors of the Company (must include Party A's director) at the duly convened meetings of the board of directors. Any meeting of the board of directors that involves any fund or finance shall be available at all reasonable times attended by the chief financial officer, and the board of directors shall listen to consult with other members the opinion of the Board of Directors on matters relating to chief financial officer before they vote for the duties of the Board of Directors. Meetings of the Board of Directors shall be held at the call of the Chairman of the Board of Directors, the Chief Executive Officer, or any two resolution. (2) members of the Board of Directors requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at such meeting. The presence of any member of the Board of Directors at a meeting shall constitute a waiver of notice quorum of the meeting with respect to such member. The members of the Board board of Directors may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in directors shall be three directors who attend the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy proxy. (3) Unless it is waived by all directors in writing, the notice of each meeting of the board of directors shall be sent to all directors and supervisors at such meeting. Notwithstanding anything least five days prior to the contrary in this Agreement, any action that may be taken at scheduled date of the meeting. (4) If a director is unable to attend a meeting of the Board board of Directors may be taken without directors, he/she may, by a written proxy, appoint another person to attend the meeting if for and on his/her behalf. The proxy attending the meeting on behalf of a consent in writing setting forth director shall only exercise the action so taken is executed by powers of the requisite number and category director within the scope of Directors that would be necessary to approve such action at a authorization. (5) At any meeting of the Board board of Directors duly calleddirectors, which consent each director or his/her proxy shall have one vote for each matter to be decided by the board of directors. (6) The board of directors shall hold meetings twice every year. The meetings of the board of directors shall be convened and presided over by the chairman of the board of directors. Where the chairman is unable to or refuses to perform his/her duty, the majority of directors shall jointly elect a director to convene and preside over the meetings. With a proposal by the chairman or 1/3 or more of all directors, an extraordinary meeting may be executed in multiple counterparts and by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice convened. (7) The expenditures of the taking board of action without a meeting directors shall be given listed and disbursed separately. The traveling and accommodation costs incurred from attendance of the meetings of the board of directors by each director or his/her representative shall be borne by the Company, provided that such costs conform to the members internal management policy of the Board Company. (8) Notwithstanding any other provisions hereof, the meetings of Directors who have not consented in writing to such actionthe board of directors may be held by conference call, electronic or any other means of instant messaging nature.

Meetings of the Board of Directors. (a) The Board of Directors of JVCO shall hold regular quarterly meetings on at least a quarterly basis. In additionto review (i) the Annual Budget of JVCO and its Subsidiaries, each member (ii) the actual expenses and revenues of JVCO and its Subsidiaries relative to the Annual Budget, and (iii) such other matters as the Board of Directors may deem appropriate, at such reasonable times and places as shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of designated by the Board of Directors. Meetings Nothing in this Agreement shall limit the Board of Directors in establishing more frequent regular meetings. Unless otherwise approved by the Board of Directors by a Supermajority Vote, all meetings of the Board of Directors shall be held at the call offices of JVCO (or any of its Subsidiaries) in China. The Board of Directors shall establish an annual schedule (time and place) of the Chairman regular meetings of the Board of Directors, giving due regard for the Chief Executive Officer, or any two availability of each Director. (2b) Any member of the Board of Directors may call a special meeting of the Board of Directors on at least five Business Days’ prior written notice to all other members of the Board of Directors requesting such meeting through such Chairman, upon not less than ten stating the agenda thereof. (10c) business days written or telephonic notice to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at such meeting. The presence of any Any member of the Board of Directors may waive, on behalf of himself or any other Directors of the same Class, notice of a meeting, in writing, before, at a or after the meeting. The attendance of any Director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting by such Director and any other Directors of the same Class, except where such member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting with respect to such member. The members is not properly called or convened. (d) Any member of the Board of Directors (or any committee thereof) may, at their electionand shall be entitled to, participate in any regular a meeting of the Board of Directors (or special meeting such committee), by means of conference telephone or similar communications equipment by means of equipment, through which all persons participating in the meeting can hear each other. A member’s , and such participation in a meeting pursuant to the preceding sentence shall constitute presence attendance in person at such meeting; provided, however, that (i) prior to January 1, 2013, all regular meetings of the Board of Directors shall be In-Person Meetings and (ii) from and after January 1, 2013 at least two (2) regular meetings in each Financial Year shall be In-Person Meetings. As used herein, an “In-Person Meeting” is a meeting of the Board of Directors at which a majority of the Directors of each Class is present in person rather than by telephone or other electronics communication equipment. JVCO shall make available appropriate conference telephone and/or video conference capabilities and provide to each Director for this purpose appropriate call-in information (or other appropriate information to permit any such Director to participate by such means in a reasonably convenient manner). (e) A resolution in writing, signed or consented to in writing by all purposes of this Agreement. A majority of the members of the Board of Directors (or of any committee) then in office, provided that there shall constitute a quorum be at least one (1) Director of the Board of Directors. Members of the Board of Directors may vote each Class then in person or by proxy at such meeting. Notwithstanding anything to the contrary in this Agreementoffice, any action that may shall be taken as valid and effectual as if it has been passed at a meeting of the Board of Directors (or committee) duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Directors (or committee members) and such consent may be taken without a meeting if a consent in writing setting forth the action so taken is executed given by email. (f) All actions by the requisite number and category Board of Directors shall be reflected in minutes of the meeting kept by the Recording Secretary (who need not be a member of the Board of Directors) designated by action of the Board of Directors, which minutes will be furnished to each Director within 30 days after the date of such meeting by such Recording Secretary. (g) Each Director may communicate to the Shareholder that would designated such Director any information acquired by such Director in relation to JVCO and its Subsidiaries, subject always to the Shareholders’ duty of confidentiality contained in Section 7.02, and no such communication of information shall be necessary considered a breach of any fiduciary or other duty of such Director to approve such action at JVCO, any Subsidiary or any Shareholder. (h) The Board of Directors of JVCO shall appoint a meeting Chairman of the Board of JVCO, who (unless otherwise approved by the Board of Directors) shall be an FSPV Director) and a Vice Chairman of the Board of JVCO who (unless otherwise approved by the CMH Directors) shall be a CMH Director. The Chairman of the Board shall have the authority to call meetings of the Board of Directors duly called, which consent may be executed in multiple counterparts of JVCO and by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice preside at all meetings of the taking Board of action without a meeting Directors. The Vice Chairman shall be given have the authority to the members call meetings of the Board of Directors who have and shall otherwise perform the duties of the Chairman of the Board in the absence of the Chairman of the Board. (i) The legal representative, if applicable, of each JV Company shall: (i) in the case of JVCO, be appointed by the Board of Directors of JVCO by majority vote, (ii) in the case of any Upper Tier Subsidiary or other JV Company having a Governing Board, be appointed by such Governing Board by majority vote and (iii) in the case of any JV Company not consented in writing to having a Board of Directors, be appointed by the Applicable Upper Tier Parent of such actionJV Company.