Common use of Protective Provision Clause in Contracts

Protective Provision. For so long as Flagship holds Series A Preferred Shares or any Series B Shareholder holds Series B Preferred Shares, in addition to any requirements set forth in the Memorandum and Articles or the applicable laws, the Company shall not, and the Company and the Founders shall cause any Subsidiary not to (by way of shareholders resolutions, board resolutions or other means), without the prior approval of Flagship and Series B Shareholders, take any action that would (for the purpose of this Section 14.7, the term Company below shall also include the members of the Company Group), except as provided or contemplated in the Share Subscription Agreement or this Agreement: (i) alter or change the rights, preferences or privileges of the Series A Preferred Shares or Series B Preferred Shares, including any amendment or waiver of any provisions of the Memorandum and Articles that adversely affects the rights of the Series A Preferred Shares or Series B Preferred Shares; (ii) declaration or payment of dividend or other distribution of any of the Company Group; (iii) making any increase or decrease of the number of authorized or issued shares in capital or any capital redemption revenue fund, or any purchase or redemption of any shares of the Company Group; increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the resolution shall prescribe; authorize or issue any equity security senior to or on a parity with the Series A Preferred Shares and the Series B Preferred Shares as to dividend rights or redemption rights or liquidation preferences; issuing or paying any securities of the Company by way of capitalization of profits or revenues; or by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the amended and restated memorandum of association of the Company or into shares without nominal or par value; (iv) any action to reclassify any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on a parity with the preference of the Series A Shares and the Series B Preferred Shares; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (v) adoption or amendment of any employee equity incentive plan, including without limitation any increase of the number of Ordinary Shares reserved under any employee equity incentive plan; provided that the Parties agree to adopt an employee equity incentive plan as expeditiously as reasonably possible; (vi) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person (vii) making any investment in excess of US$3,000,000, or incurring any debt, or capital expenditure in excess of eight percent (8%) of the net asset value of the Company, or enter into any transaction or series of related transactions for which the aggregate value of the transaction or series of related transactions exceeds eight percent (8%) of the net asset value of the Company, unless such investment or transaction is conducted in the ordinary course of business or included in its annual budget; (viii) approving the entering into, any amendment to the agreements among the members of the Company Group, or any transaction involving both a member of the Company Group and a shareholder or any Company Group’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders or other Related Parties, each with an amount exceeding US$150,000; (ix) adoption of annual budget, or any material change in the annual budget, or engaging in any new line of business of the Company Group; (x) amendment of the accounting policies previously adopted or change the Auditor of the Company Group; (xi) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any other person other than a member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount of US$300,000; (xii) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount exceeding eight percent (8%) of the net asset value of the Company; (xiii) adoption of, and amendment of any terms of, any of the Company Group’s employee stock option plans or profit sharing scheme; (xiv) formation of subsidiary (except Paker and Jinko) or affiliate, or effecting any merger, joint venture, spin-off, liquidation, dissolution, consolidation, scheme of arrangement, reorganization or sale of all or substantially all of the assets of the Company Group; (xv) other customary protective rights mutually agreed upon by the Parties in accordance with Section 15.7 hereof; (xvi) increase or decrease the authorized size of the Company’s Board of Directors; and (xvii) any increase in compensation of any senior executive employee of the Company by more than twenty percent (20%) in a twelve (12) month period.

Protective Provision. For so (a) So long as Flagship holds shares of Series A Preferred Shares or any Series B Shareholder holds Series B Preferred Shares, in addition to any requirements set forth in the Memorandum and Articles or the applicable lawsStock are outstanding, the Company Corporation shall not, and not without first obtaining the Company and the Founders shall cause any Subsidiary not to approval (by way note or written consent, as provided by the General Corporation Law of shareholders resolutions, board resolutions or other means), without the prior approval of Flagship and Series B Shareholders, take any action that would (for the purpose of this Section 14.7, the term Company below shall also include the members Delaware) of the Company Group), except as provided or contemplated in holders of at least sixty-six percent (66%) of the Share Subscription Agreement or this Agreementthen outstanding shares of Series A Preferred Stock: (i) alter or change the rights, preferences or privileges of the Series A Preferred Shares Stock or Series B Preferred Shares, including any amendment or waiver of any provisions of the Memorandum and Articles that Senior Securities so as to affect adversely affects the rights of the Series A Preferred Shares or Series B Preferred SharesStock; (ii) declaration do any act or payment of dividend or other distribution of any of the Company Group; (iii) making any increase or decrease of the number of authorized or issued shares in capital or any capital redemption revenue fund, or any purchase or redemption of any shares of the Company Group; increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the resolution shall prescribe; authorize or issue any equity security senior to or on a parity with the Series A Preferred Shares and the Series B Preferred Shares as to dividend rights or redemption rights or liquidation preferences; issuing or paying any securities of the Company by way of capitalization of profits or revenues; or by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the amended and restated memorandum of association of the Company or into shares without nominal or par value; (iv) any action thing to reclassify any outstanding shares class or series of capital stock of the Corporation into shares a class or series of capital stock having preferences or priority as to dividends or assets senior to or on a parity with the preference Series A Preferred Stock; (iii) alter or amend the Corporation’s Certificate of Incorporation so as to; affect adversely holders of the Series A Shares and Preferred Stock; (iv) voluntarily liquidate the Series B Preferred Shares; consolidate and divide all or any of its share capital into shares of larger amount than its existing sharesCorporation; (v) adoption declare or amendment pay a dividend on the Common Stock or Junior Securities (other than a dividend payable solely in shares of any employee equity incentive plan, including without limitation any increase of the number of Ordinary Shares reserved under any employee equity incentive planCommon Stock); provided that the Parties agree to adopt an employee equity incentive plan as expeditiously as reasonably possible;or (vi) cancel do any shares act or thing not authorized or contemplated by this Certificate of Designations which at the date would result in taxation of the passing holders of shares of the resolution have not been taken Series A Preferred Stock under Section 305 of the Internal revenue Code of 1986, as amended (or agreed any comparable provision of the Internal revenue Code as hereafter from time to be taken by any person (vii) making any investment in excess time amended). In the event holders of US$3,000,000, or incurring any debt, or capital expenditure in excess of eight at least sixty-six percent (866%) of the net asset value then outstanding shares of Series A Preferred Stock agree to allow the Corporation to alter or change the rights, preferences or privileges of the Companyshares of Series A Preferred Stock, pursuant to subsection (a)(i) above, so as to affect adversely the Series A Preferred Stock, then the Corporation will deliver notice of such approved alteration or enter into change to the holders of the Series A Preferred Stock that did not agree to such alteration or change (the “Dissenting Holders”) and the Dissenting Holders shall have the right for a period of thirty (30) days to convert their shares pursuant to the terms of this Certificate of Designations as they exist prior to such alteration or change or continue to hold their shares of Series A Preferred Stock subject to the approved alteration or change of the rights, preferences or privileges of the Series A Preferred Stock. (b) Notwithstanding the foregoing, so long as shares of the Series A Preferred Stock are outstanding, the Corporation shall not without first obtaining the approval (by note or written consent, as provided by the General Corporation Law of Delaware) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock authorize or issue or obligate itself to issue, any transaction other class or series of related transactions capital stock, including any equity security convertible into or exercisable for which the aggregate value any security ranking by its terms senior to or on parity for purposes of the transaction or series of related transactions exceeds eight percent (8%) of the net asset value of the Company, unless such investment or transaction is conducted in the ordinary course of business or included in its annual budget; (viii) approving the entering into, any amendment to the agreements among the members of the Company Group, or any transaction involving both a member of the Company Group and a shareholder or any Company Group’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders or other Related Parties, each with an amount exceeding US$150,000; (ix) adoption of annual budget, or any material change in the annual budget, or engaging in any new line of business of the Company Group; (x) amendment of the accounting policies previously adopted or change the Auditor of the Company Group; (xi) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any other person other than a member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount of US$300,000; (xii) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount exceeding eight percent (8%) of the net asset value of the Company; (xiii) adoption of, and amendment of any terms of, any of the Company Group’s employee stock option plans or profit sharing scheme; (xiv) formation of subsidiary (except Paker and Jinko) or affiliate, or effecting any merger, joint venture, spin-offdividends, liquidation, dissolutionredemption, consolidationor voting with the Series A Preferred Stock. RESOLVED FURTHER, scheme that the President or any Vice-President or the Secretary of arrangementthis Corporation, reorganization or sale be and each of all or substantially all them hereby are authorized and directed to prepare and file a certificate setting forth a copy of the assets of the Company Group; (xv) other customary protective rights mutually agreed upon by the Parties these resolutions in accordance with Section 15.7 hereof; (xvi) increase or decrease the authorized size provisions of the Company’s Board of Directors; and (xvii) any increase in compensation of any senior executive employee General Corporation Law of the Company by more than twenty percent (20%) in a twelve (12) month periodState of Delaware.

Protective Provision. For so So long as Flagship holds shares of Series A C-V Preferred Shares or any Series B Shareholder holds Series B Preferred Shares, in addition to any requirements set forth in the Memorandum and Articles or the applicable lawsStock are outstanding, the Company shall not, and not without first obtaining the Company and the Founders shall cause any Subsidiary not to approval (by way of shareholders resolutionsvote or written consent, board resolutions or other means), without as provided by the prior approval of Flagship and Series B Shareholders, take any action that would (for the purpose of this Section 14.7, the term Company below shall also include the members Delaware General Corporation Law) of the Company Group), except as provided or contemplated in holders of at least a majority of the Share Subscription Agreement or this Agreementthen outstanding shares of Series C-V Preferred Stock: (ia) alter or change the rights, preferences or privileges of the Series A C-V Preferred Shares Stock, including, but not limited to, the creation or Series B Preferred Shares, including any amendment or waiver authorization of any provisions Senior Securities. (b) increase the size of the Memorandum and Articles that adversely affects the rights authorized number of Series C-V Preferred Stock; or (c) do any act or thing not authorized or contemplated by this Certificate of Incorporation which would result in taxation of the Series A Preferred Shares or Series B Preferred Shares; (ii) declaration or payment of dividend or other distribution of any C-V Holders under Section 305 of the Company Group; Internal Revenue Code of 1986, as amended (iii) making or any increase or decrease comparable provision of the number Internal Revenue Code as hereafter from time to time amended). If the holders of authorized or issued shares in capital or any capital redemption revenue fund, or any purchase or redemption a majority of any the then outstanding shares of Series C-V Preferred Stock agree to allow the Company Group; increase to alter or change the share capital by such sum to be divided into rights, preferences or privileges of the shares of such amount or without nominal or par value Series C-V Preferred Stock, pursuant to Subsection (a) above, so as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the resolution shall prescribe; authorize or issue any equity security senior to or on a parity with affect adversely the Series A C-V Preferred Shares Stock, then the Company will deliver notice of such approved alteration or change to the Series C-V Holders that did not agree to such alteration or change (the "SERIES C-V DISSENTING HOLDERS"), and the Series B C-V Dissenting Holders shall thereafter have the right for a period of 30 days to convert pursuant to the terms of this Certificate of Incorporation as they exist prior to such alteration or change or continue to hold their shares of Series C-V Preferred Shares as Stock subject to dividend rights the approved alteration or redemption rights or liquidation preferences; issuing or paying any securities change of the Company by way of capitalization of profits or revenues; or by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the amended and restated memorandum of association of the Company or into shares without nominal or par value; (iv) any action to reclassify any outstanding shares into shares having rights, preferences or priority as to dividends or assets senior to or on a parity with the preference privileges of the Series A Shares and the Series B C-V Preferred Shares; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (v) adoption or amendment of any employee equity incentive plan, including without limitation any increase of the number of Ordinary Shares reserved under any employee equity incentive plan; provided that the Parties agree to adopt an employee equity incentive plan as expeditiously as reasonably possible; (vi) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person (vii) making any investment in excess of US$3,000,000, or incurring any debt, or capital expenditure in excess of eight percent (8%) of the net asset value of the Company, or enter into any transaction or series of related transactions for which the aggregate value of the transaction or series of related transactions exceeds eight percent (8%) of the net asset value of the Company, unless such investment or transaction is conducted in the ordinary course of business or included in its annual budget; (viii) approving the entering into, any amendment to the agreements among the members of the Company Group, or any transaction involving both a member of the Company Group and a shareholder or any Company Group’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders or other Related Parties, each with an amount exceeding US$150,000; (ix) adoption of annual budget, or any material change in the annual budget, or engaging in any new line of business of the Company Group; (x) amendment of the accounting policies previously adopted or change the Auditor of the Company Group; (xi) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any other person other than a member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount of US$300,000; (xii) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount exceeding eight percent (8%) of the net asset value of the Company; (xiii) adoption of, and amendment of any terms of, any of the Company Group’s employee stock option plans or profit sharing scheme; (xiv) formation of subsidiary (except Paker and Jinko) or affiliate, or effecting any merger, joint venture, spin-off, liquidation, dissolution, consolidation, scheme of arrangement, reorganization or sale of all or substantially all of the assets of the Company Group; (xv) other customary protective rights mutually agreed upon by the Parties in accordance with Section 15.7 hereof; (xvi) increase or decrease the authorized size of the Company’s Board of Directors; and (xvii) any increase in compensation of any senior executive employee of the Company by more than twenty percent (20%) in a twelve (12) month periodStock.

Protective Provision. For so So long as Flagship holds shares of Series A C-IV Preferred Shares or any Series B Shareholder holds Series B Preferred Shares, in addition to any requirements set forth in the Memorandum and Articles or the applicable lawsStock are outstanding, the Company shall not, and not without first obtaining the Company and the Founders shall cause any Subsidiary not to approval (by way of shareholders resolutionsvote or written consent, board resolutions or other means), without as provided by the prior approval of Flagship and Series B Shareholders, take any action that would (for the purpose of this Section 14.7, the term Company below shall also include the members Delaware General Corporation Law) of the Company Group), except as provided or contemplated in holders of at least a majority of the Share Subscription Agreement or this Agreementthen outstanding shares of Series C-IV Preferred Stock: (ia) alter or change the rights, preferences or privileges of the Series A C-IV Preferred Shares Stock, including, but not limited to, the creation or Series B Preferred Shares, including any amendment or waiver authorization of any provisions Senior Securities. (b) increase the size of the Memorandum and Articles that adversely affects the rights authorized number of Series C-IV Preferred Stock; or (c) do any act or thing not authorized or contemplated by this Certificate of Incorporation which would result in taxation of the Series A Preferred Shares or Series B Preferred Shares; (ii) declaration or payment of dividend or other distribution of any C-IV Holders under Section 305 of the Company Group; Internal Revenue Code of 1986, as amended (iii) making or any increase or decrease comparable provision of the number Internal Revenue Code as hereafter from time to time amended). If the holders of authorized or issued shares in capital or any capital redemption revenue fund, or any purchase or redemption a majority of any the then outstanding shares of Series C-IV Preferred Stock agree to allow the Company Group; increase to alter or change the share capital by such sum to be divided into rights, preferences or privileges of the shares of such amount or without nominal or par value Series C-IV Preferred Stock, pursuant to Subsection (a) above, so as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the resolution shall prescribe; authorize or issue any equity security senior to or on a parity with affect adversely the Series A C-IV Preferred Shares Stock, then the Company will deliver notice of such approved alteration or change to the Series C-IV Holders that did not agree to such alteration or change (the "SERIES C-IV DISSENTING HOLDERS"), and the Series B C-IV Dissenting Holders shall thereafter have the right for a period of 30 days to convert pursuant to the terms of this Certificate of Incorporation as they exist prior to such alteration or change or continue to hold their shares of Series C-IV Preferred Shares as Stock subject to dividend rights the approved alteration or redemption rights or liquidation preferences; issuing or paying any securities change of the Company by way of capitalization of profits or revenues; or by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the amended and restated memorandum of association of the Company or into shares without nominal or par value; (iv) any action to reclassify any outstanding shares into shares having rights, preferences or priority as to dividends or assets senior to or on a parity with the preference privileges of the Series A Shares and the Series B C-IV Preferred Shares; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (v) adoption or amendment of any employee equity incentive plan, including without limitation any increase of the number of Ordinary Shares reserved under any employee equity incentive plan; provided that the Parties agree to adopt an employee equity incentive plan as expeditiously as reasonably possible; (vi) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person (vii) making any investment in excess of US$3,000,000, or incurring any debt, or capital expenditure in excess of eight percent (8%) of the net asset value of the Company, or enter into any transaction or series of related transactions for which the aggregate value of the transaction or series of related transactions exceeds eight percent (8%) of the net asset value of the Company, unless such investment or transaction is conducted in the ordinary course of business or included in its annual budget; (viii) approving the entering into, any amendment to the agreements among the members of the Company Group, or any transaction involving both a member of the Company Group and a shareholder or any Company Group’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders or other Related Parties, each with an amount exceeding US$150,000; (ix) adoption of annual budget, or any material change in the annual budget, or engaging in any new line of business of the Company Group; (x) amendment of the accounting policies previously adopted or change the Auditor of the Company Group; (xi) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any other person other than a member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount of US$300,000; (xii) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount exceeding eight percent (8%) of the net asset value of the Company; (xiii) adoption of, and amendment of any terms of, any of the Company Group’s employee stock option plans or profit sharing scheme; (xiv) formation of subsidiary (except Paker and Jinko) or affiliate, or effecting any merger, joint venture, spin-off, liquidation, dissolution, consolidation, scheme of arrangement, reorganization or sale of all or substantially all of the assets of the Company Group; (xv) other customary protective rights mutually agreed upon by the Parties in accordance with Section 15.7 hereof; (xvi) increase or decrease the authorized size of the Company’s Board of Directors; and (xvii) any increase in compensation of any senior executive employee of the Company by more than twenty percent (20%) in a twelve (12) month periodStock.

Protective Provision. For so So long as Flagship holds shares of Series A C-V Preferred Shares or any Series B Shareholder holds Series B Preferred Shares, in addition to any requirements set forth in the Memorandum and Articles or the applicable lawsStock are outstanding, the Company shall not, and not without first obtaining the Company and the Founders shall cause any Subsidiary not to approval (by way of shareholders resolutionsvote or written consent, board resolutions or other means), without as provided by the prior approval of Flagship and Series B Shareholders, take any action that would (for the purpose of this Section 14.7, the term Company below shall also include the members Delaware General Corporation Law) of the Company Group), except as provided or contemplated in holders of at least a majority of the Share Subscription Agreement or this Agreementthen outstanding shares of Series C-V Preferred Stock: (ia) alter or change the rights, preferences or privileges of the Series A C-V Preferred Shares Stock, including, but not limited to, the creation or Series B Preferred Shares, including any amendment or waiver authorization of any provisions Senior Securities. (b) increase the size of the Memorandum and Articles that adversely affects the rights authorized number of Series C-V Preferred Stock; or (c) do any act or thing not authorized or contemplated by this Certificate of Incorporation which would result in taxation of the Series A Preferred Shares or Series B Preferred Shares; (ii) declaration or payment of dividend or other distribution of any C-V Holders under Section 305 of the Company Group; Internal Revenue Code of 1986, as amended (iii) making or any increase or decrease comparable provision of the number Internal Revenue Code as hereafter from time to time amended). If the holders of authorized or issued shares in capital or any capital redemption revenue fund, or any purchase or redemption a majority of any the then outstanding shares of Series C-V Preferred Stock agree to allow the Company Group; increase to alter or change the share capital by such sum to be divided into rights, preferences or privileges of the shares of such amount or without nominal or par value Series C-V Preferred Stock, pursuant to Subsection (a) above, so as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the resolution shall prescribe; authorize or issue any equity security senior to or on a parity with affect adversely the Series A C-V Preferred Shares Stock, then the Company will deliver notice of such approved alteration or change to the Series C-V Holders that did not agree to such alteration or change (the "Series C-V Dissenting Holders"), and the Series B C-V Dissenting Holders shall thereafter have the right for a period of 30 days to convert pursuant to the terms of this Certificate of Incorporation as they exist prior to such alteration or change or continue to hold their shares of Series C-V Preferred Shares as Stock subject to dividend rights the approved alteration or redemption rights or liquidation preferences; issuing or paying any securities change of the Company by way of capitalization of profits or revenues; or by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the amended and restated memorandum of association of the Company or into shares without nominal or par value; (iv) any action to reclassify any outstanding shares into shares having rights, preferences or priority as to dividends or assets senior to or on a parity with the preference privileges of the Series A Shares and the Series B C-V Preferred Shares; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (v) adoption or amendment of any employee equity incentive plan, including without limitation any increase of the number of Ordinary Shares reserved under any employee equity incentive plan; provided that the Parties agree to adopt an employee equity incentive plan as expeditiously as reasonably possible; (vi) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person (vii) making any investment in excess of US$3,000,000, or incurring any debt, or capital expenditure in excess of eight percent (8%) of the net asset value of the Company, or enter into any transaction or series of related transactions for which the aggregate value of the transaction or series of related transactions exceeds eight percent (8%) of the net asset value of the Company, unless such investment or transaction is conducted in the ordinary course of business or included in its annual budget; (viii) approving the entering into, any amendment to the agreements among the members of the Company Group, or any transaction involving both a member of the Company Group and a shareholder or any Company Group’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders or other Related Parties, each with an amount exceeding US$150,000; (ix) adoption of annual budget, or any material change in the annual budget, or engaging in any new line of business of the Company Group; (x) amendment of the accounting policies previously adopted or change the Auditor of the Company Group; (xi) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any other person other than a member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount of US$300,000; (xii) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount exceeding eight percent (8%) of the net asset value of the Company; (xiii) adoption of, and amendment of any terms of, any of the Company Group’s employee stock option plans or profit sharing scheme; (xiv) formation of subsidiary (except Paker and Jinko) or affiliate, or effecting any merger, joint venture, spin-off, liquidation, dissolution, consolidation, scheme of arrangement, reorganization or sale of all or substantially all of the assets of the Company Group; (xv) other customary protective rights mutually agreed upon by the Parties in accordance with Section 15.7 hereof; (xvi) increase or decrease the authorized size of the Company’s Board of Directors; and (xvii) any increase in compensation of any senior executive employee of the Company by more than twenty percent (20%) in a twelve (12) month periodStock.

Protective Provision. For so So long as Flagship holds shares of Series A C-IV Preferred Shares or any Series B Shareholder holds Series B Preferred Shares, in addition to any requirements set forth in the Memorandum and Articles or the applicable lawsStock are outstanding, the Company shall not, and not without first obtaining the Company and the Founders shall cause any Subsidiary not to approval (by way of shareholders resolutionsvote or written consent, board resolutions or other means), without as provided by the prior approval of Flagship and Series B Shareholders, take any action that would (for the purpose of this Section 14.7, the term Company below shall also include the members Delaware General Corporation Law) of the Company Group), except as provided or contemplated in holders of at least a majority of the Share Subscription Agreement or this Agreementthen outstanding shares of Series C-IV Preferred Stock: (ia) alter or change the rights, preferences or privileges of the Series A C-IV Preferred Shares Stock, including, but not limited to, the creation or Series B Preferred Shares, including any amendment or waiver authorization of any provisions Senior Securities. (b) increase the size of the Memorandum and Articles that adversely affects the rights authorized number of Series C-IV Preferred Stock; or (c) do any act or thing not authorized or contemplated by this Certificate of Incorporation which would result in taxation of the Series A Preferred Shares or Series B Preferred Shares; (ii) declaration or payment of dividend or other distribution of any C-IV Holders under Section 305 of the Company Group; Internal Revenue Code of 1986, as amended (iii) making or any increase or decrease comparable provision of the number Internal Revenue Code as hereafter from time to time amended). If the holders of authorized or issued shares in capital or any capital redemption revenue fund, or any purchase or redemption a majority of any the then outstanding shares of Series C-IV Preferred Stock agree to allow the Company Group; increase to alter or change the share capital by such sum to be divided into rights, preferences or privileges of the shares of such amount or without nominal or par value Series C-IV Preferred Stock, pursuant to Subsection (a) above, so as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the resolution shall prescribe; authorize or issue any equity security senior to or on a parity with affect adversely the Series A C-IV Preferred Shares Stock, then the Company will deliver notice of such approved alteration or change to the Series C-IV Holders that did not agree to such alteration or change (the "Series C-IV Dissenting Holders"), and the Series B Preferred Shares as C-IV Dissenting Holders shall thereafter have the right for a period of 30 days to dividend rights or redemption rights or liquidation preferences; issuing or paying any securities of the Company by way of capitalization of profits or revenues; or by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the amended and restated memorandum of association of the Company or into shares without nominal or par value; (iv) any action to reclassify any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on a parity with the preference of the Series A Shares and the Series B Preferred Shares; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (v) adoption or amendment of any employee equity incentive plan, including without limitation any increase of the number of Ordinary Shares reserved under any employee equity incentive plan; provided that the Parties agree to adopt an employee equity incentive plan as expeditiously as reasonably possible; (vi) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person (vii) making any investment in excess of US$3,000,000, or incurring any debt, or capital expenditure in excess of eight percent (8%) of the net asset value of the Company, or enter into any transaction or series of related transactions for which the aggregate value of the transaction or series of related transactions exceeds eight percent (8%) of the net asset value of the Company, unless such investment or transaction is conducted in the ordinary course of business or included in its annual budget; (viii) approving the entering into, any amendment convert pursuant to the agreements among the members terms of the Company Group, or any transaction involving both a member this Certificate of the Company Group and a shareholder or any Company Group’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders or other Related Parties, each with an amount exceeding US$150,000; (ix) adoption of annual budget, or any material change in the annual budget, or engaging in any new line of business of the Company Group; (x) amendment of the accounting policies previously adopted or change the Auditor of the Company Group; (xi) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any other person other than a member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount of US$300,000; (xii) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount exceeding eight percent (8%) of the net asset value of the Company; (xiii) adoption of, and amendment of any terms of, any of the Company Group’s employee stock option plans or profit sharing scheme; (xiv) formation of subsidiary (except Paker and Jinko) or affiliate, or effecting any merger, joint venture, spin-off, liquidation, dissolution, consolidation, scheme of arrangement, reorganization or sale of all or substantially all of the assets of the Company Group; (xv) other customary protective rights mutually agreed upon by the Parties in accordance with Section 15.7 hereof; (xvi) increase or decrease the authorized size of the Company’s Board of Directors; and (xvii) any increase in compensation of any senior executive employee of the Company by more than twenty percent (20%) in a twelve (12) month period.Incorporation as

Protective Provision. For so long as Flagship holds Series A Preferred Shares or any Series B Shareholder Investor holds Series B Preferred Shares, in addition to any requirements set forth in the Memorandum and Articles or by the applicable lawslaws of Hong Kong, the Company and Kinko shall not, and the Company and the Founders shall cause any Subsidiary not to (by way of shareholders resolutions, board resolutions or other means), without the prior approval of Flagship and Series B ShareholdersInvestors, take any action that would (for the purpose of this Section 14.714.8, the term Company below shall also include the members of the Company Group), except as provided or contemplated in the Flagship Share Subscription Purchase Agreement, Series B Share Purchase Agreement or this Agreement: (i) alter or change the rights, preferences or privileges of the Series A Preferred Shares or Series B Preferred Shares, including any amendment or waiver of any provisions of the Memorandum and Articles that adversely affects the rights of the Series A Preferred Shares or Series B Preferred Shares; (ii) declaration or payment of dividend or other distribution of any of the Company Group; (iii) making any increase or decrease of the number of authorized or issued shares in capital or any capital redemption revenue fundcapital, or any purchase or redemption of any shares of the Company Group; increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the resolution shall prescribe; authorize or issue any equity security senior to or on a parity with the Series A Preferred Shares and the Series B Preferred Shares as to dividend rights or redemption rights or liquidation preferences; issuing or paying any securities of the Company by way of capitalization of profits or revenues; or by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the amended and restated memorandum of association of the Company or into shares without nominal or par value; (iv) any action to reclassify any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on a parity with the preference of the Series A Shares and the Series B Preferred Shares; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (v) adoption or amendment of any employee equity incentive plan, including without limitation any increase of the number of Ordinary Shares reserved under any employee equity incentive plan; provided that the Parties agree to adopt an employee equity incentive plan as expeditiously as reasonably possiblepossible after the Closing; (vi) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person (vii) making any investment in excess of US$3,000,000, or incurring any debt, or capital expenditure in excess of eight percent (8%) of the net asset value of the Company, or enter into any transaction or series of related transactions for which the aggregate value of the transaction or series of related transactions exceeds eight percent (8%) of the net asset value of the Company, unless such investment or transaction is conducted in the ordinary course of business or included in its annual budget; (viiivii) approving the entering into, any amendment to the agreements among the members of the Company Group, or any transaction involving both a member of the Company Group and a shareholder or any Company Group’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders or other Related Parties, each with an amount exceeding US$150,000; (ixviii) adoption of annual budget, or any material change in the annual budget, or engaging in any new line of business of the Company Group; (xix) amendment of the accounting policies previously adopted or change the Auditor of the Company Group; (xix) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any other person other than a member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount of US$300,000; (xiixi) granting or creating by the Company Group of any indemnity or guarantee or any charge, lien or debenture or other security over all any part of the assets or rights of the Company Group, or provision of loans by any Company Group member to any member of the Company Group, or dispose of substantial assets or any intellectual property owned by the Company Group, in an aggregate amount exceeding eight percent (8%) of the net asset value of the Company; (xiiixii) adoption of, and amendment of any terms of, any of the Company Group’s employee stock option plans or profit sharing scheme; (xivxiii) formation of subsidiary (except Paker and JinkoKinko) or affiliate, or effecting any merger, joint venture, spin-off, liquidation, dissolution, consolidation, scheme of arrangement, reorganization or sale of all or substantially all of the assets of the Company Group; (xvxiv) other customary protective rights mutually agreed upon by the Parties in accordance with Section 15.7 hereof; (xvixv) increase or decrease the authorized size of the Company’s Board of Directors; and (xviixvi) any increase in compensation of any senior executive employee of the Company by more than twenty percent (20%) in a twelve (12) month period.