Common use of Protective Provisions Clause in Contracts

Protective Provisions. So long as any shares of Series A Preferred or Series B Preferred remain outstanding, written consent of a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferred.

Protective Provisions. So long as any shares 10.1 Approval of Series A Preferred or Preference Shares, Series B Preferred remain outstandingPreference Shares, written Series D Preference Shares. For so long as Bertelsmann, Sumitomo and BlueFocus respectively holds no less than 448,801 Shares, 437,629 Shares and 808,835 Shares (subject to adjustments made for share split, subdivision, consolidation, reorganization and the like events), in addition to any other vote or consent of a majority required elsewhere in the Memorandum and Articles or by applicable Law, the Company shall not, and Members of the holders of Series A Preferred and Series B Preferred Company shall be required to authorize procure that the Company or to permit any and each of its subsidiaries to Subsidiaries shall not (directly or by amendment, merger, consolidation consolidation, amalgamation, scheme of arrangement or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) take any of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease following actions (other than by redemption those in connection with a Non-Liquidation M&A) without the prior vote or conversion) written consent of the total number holders of authorized shares at least 50% of Preferred Stock unless the same ranks junior to then outstanding Series D Preference Shares, the holders of at least 50% of the then outstanding Series B Preference Shares and the holders of at least 50% of the then outstanding Series A Preferred and Series B Preferred with respect Preference Shares, each voting separately as a single class. (a) to liquidate, dissolve or wind up the distribution of assets on the liquidation, dissolution or winding up affairs of the Company, the payment of dividends and rights of redemption; or reclassifyeffect any Liquidating Transaction; (b) to amend, alter, or obligate itself repeal any provision of the Memorandum and Articles; (c) to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; create or authorize the creation of or issue, or obligate itself to issue, any equity security (including issue any other security convertible into or exercisable for any such equity security and any stock appreciationsecurity, phantom stock having rights, preferences or similar vehicle) having a preference overprivileges senior to or on parity with the Series A Preference Shares, the Series B Preference Shares or the Series D Preference Shares, or being on a parity with, increase the authorized number of shares of the Series A Preferred or Preference Shares, the Series B Preferred Preference Shares or the Series D Preference Shares or do any act which has the effect of diluting or reducing the effective shareholding of the holders of the Series A Preference Shares, the Series B Preference Shares or the Series D Preference Shares, provided that, no vote or written consent under this Section shall be required from the Holders of Series D Shares before the Company may enforce any paramount lien on, make a call on or forfeit any Shares held by BlueFocus representing the unpaid Residual Amount (if any) in accordance with respect in the Memorandum and Articles after July 1, 2015; (d) to dividendscreate, liquidationor issue of any debenture or any obligation convertible into, redemption any securities convertible into, any option to purchase or otherwisesubscribe for, or warrants exercisable for, Shares of the Company (other than the issuance of any authorized but unissued shares of Series A Preferred grant stock options to employees or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferredconsultant as ESOP pursuant to this Agreement); (ive) declare to purchase or redeem or pay any dividend or make on any other distribution on shares of capital stock of the Company other than dividends on prior to the Series A Preferred or Preference Shares, the Series B PreferredPreference Shares or the Series D Preference Shares (other than stock repurchased from former employees or consultants in connection with the cessation of their employment/services, at the lower of fair market value or cost), provided that, no vote or written consent under this Section shall be required from the Holders of Series D Shares before the Company may enforce any paramount lien on, make a call on or forfeit any Shares held by BlueFocus representing the unpaid Residual Amount (if any) in accordance with the Memorandum and Articles after July 1, 2015; (vf) declare to create or file for bankruptcy authorize the creation of any debt security (other than equipment leases or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysbank lines of credit) unless such debt security has received the prior approval of the Board, including the approval of the Series A Director, the Series B Director and the Series D Director; (vig) materially change to increase or decrease the nature size of the Company’s businessBoard; (viih) enter into to approve any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than change in the ordinary course of business; (viii) change the authorized number directors business scope or composition of the Board of Directors activities of the Company; (ixi) to take any action that would adversely affect or harm actions subject to other protective provisions to be set forth in the rights or interest of definitive agreements in connection with the Series A Preferred or financing, the Series B Preferred; orfinancing or the Series D financing; (xj) directly to approve and change any compensation package of the management of the Company, including but not limited to the chief executive officer, general manager, and any other key employee; and (k) to agree or indirectly, by voluntary action, (A) seek undertake to avoid or evade do any of the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferredforegoing.

Protective Provisions. So 10.1. In addition to such other limitations as may be provided in the Restated Articles, for so long as any shares of Series A Preferred Shares or Series Class B Preferred remain Ordinary Shares (as applicable) are outstanding, written consent of a majority the following acts of the holders Company shall require the prior written approval of Series A Preferred and Series B Preferred shall be required the Majority Holders, provided that notwithstanding anything to authorize the Company or to permit contrary contained herein, where any of its subsidiaries act listed in clauses (a) to (by amendment, merger, consolidation or otherwise): (iw) consummate or agree to consummate below requires a Liquidation Event Special Resolution (as defined in the Certificate of DesignationRestated Articles) of the Company or public offering shareholders in accordance with the applicable Cayman law, and if the shareholders vote in favor of such act but the approval of the Majority Holder has not yet been obtained, the votes of the holders of the Series A Preferred Shares and the holders of Class B Ordinary Shares who vote against such act at a meeting of the shareholders shall be deemed to be equal to the votes of all the shareholders who vote in favor of such act plus one. For the purpose of this Section10, the term “Company” means, the Company itself as well as any and all the subsidiaries of the Company (including but not limited to the other Group Companies), to the extent and where applicable. (a) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of the Preferred Shares or Class B Ordinary Shares; any material change to the Memorandum and Articles of Association or other charter documents of the Company, or any other actions that would adversely affect the rights of the Preferred Shares or Class B Ordinary Shares; (b) any action that authorizes, creates or issues any class of the Company securities having preferences superior to or on a parity with the Preferred Shares or Class B Ordinary Shares or any other securities of the Company; (iic) redeemcreating, purchase authorizing, reclassifying, issuing, repurchasing or otherwise acquire redeeming any equity securities of the Company, excluding (or pay into or set aside for a sinking fund for such purposei) any share or shares issuance of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board Class A Ordinary Shares upon conversion of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred Shares or Class B Ordinary Shares, and Series B Preferred with respect to (ii) the distribution issuance of Class A Ordinary Shares (or options or warrants therefor) under employee equity incentive plans approved by the Board; (d) any consolidation, merger, corporate reorganization, transaction or series of transactions, in which in excess of fifty percent (50%) of the Company’s voting power is transferred or in which the whole or a substantial part of the intellectual properties or the assets on of the Company and/or any Group Company is sold or licensed; the combination, division, liquidation, dissolution or winding up of the Company, or termination of the payment business of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred Company in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)manner; (ive) declare any change to the Memorandum and Articles of Association or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature charter documents of the Company’s , or any decrease or increase in the share capital of the Company, change the organization form of the Company, cease to conduct its principal business substantially as now conducted by the Company or change any material part of its principal business; (viif) enter into any sale change in the number of directors of the Company or license in the manner in which the directors are appointed; (g) the payment or similar arrangement) with any third party declaration of any material intellectual property, dividend or other distribution on any material product shares of the Company; settle or alter the terms of any profit sharing scheme or any material technology employee share option or share participation schemes; make awards or grants to employees under any employee stock option plan or other similar incentive schemes; change any terms of liquidation preference; (h) appoint, remove or settle the terms of appointment or removal of the chief executive officer or chief financial officer/financial controller of the Company, other than in pay the ordinary course of businessremuneration to the Founder; (viiii) appoint or change any auditors of the Company, or amend the accounting and financial policies of the Company, or change the authorized number directors or composition fiscal year of the Board of Directors Company, or change the accounting firm of the Company; (ixj) take appoint, remove or settle the terms of appointment or removal of the chief operating officer, chief research officer, the chief technology officer, the chief marketing officer and any other management with a higher position of the Company; (k) acquire any investment or incur any commitment in excess of US$2,000,000 at any time in respect of any one transaction, or in excess of US$5,000,000 at any time in a series of transactions, in any financial year of the Company; (l) incurrence of any indebtedness other than the indebtedness in a commercial loan from any banks or other financial institutions out of the ordinary business course of the Company; (m) create or issue any debenture constituting a pledge, lien or charge (whether by way of fixed or floating charge, mortgage encumbrance or other security) on all or any of the undertaking, assets or rights of the Company except for the purpose of the commercial loans from any banks or other financial institutions in the ordinary course of business not in excess of US$1,000,000 (or equivalent in other currencies) in a single transaction or in excess of US$2,000,000 in a series of transactions; (n) sell, transfer, license, charge, encumber or otherwise dispose of any trademarks, patents or other intellectual property owned by the Company; (o) any action that would adversely affect approves the termination of the principal business of the Company, or harm approves any consolidation, merger, corporate reorganization and liquidation of the rights Company, or appoints or removes the successors, managers, legal managers or other similar personnel; (p) any transaction or series of transactions between the Company and any shareholder, director, officer or employee of the Company, or any affiliate of any shareholder of the Company or any of its officers, directors or shareholders, including but not limited to the extension by the Company of any loan or guarantee for any indebtedness to such persons (excluding the transactions with Red Better and/or its affiliates); (q) make any equity investment in any other companies or establish a new brand for any other entities than the Group Companies; (r) any disposal or dilution of the equity interest directly or indirectly held by the Company in any other entities or companies; (s) any action that approves the sale, transfer of any equity interest (excluding the Preferred Shares and shares held by the Series A Preferred Investors or Series their nominees and the Class B Preferred; orOrdinary Shares and shares held by Red Better and Shunwei or their nominees) of the Company; (xt) directly any adoption or indirectly, by voluntary action, (A) seek to avoid material amendment of the Company’s business plan or evade the observancebudget or, or performance conduct any transaction in excess of such approved budget or business plan; (u) the increase in the compensation of any protective provision set forth of the five (5) most highly compensated employees of the Company by more than fifty percent (50%) in this Section 5 a twelve (12) month period; (v) any other material event of the Company as the Investors and the Founder jointly present; and (w) any action by the Company to authorize, approve or other term enter into any agreement or provision hereof, or (B) impair obligation with respect to any right, power or privilege of any holder of Series A Preferred or Series B Preferredthe actions listed above.

Protective Provisions. So (a) For so long as any shares of the Series D-1 Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares, Series B Preferred Shares, the Series B-1Preferred Shares or Series A Preferred or Series B Preferred Shares (as the case may be) remain issued and outstanding, written consent in addition to any requirements set forth in the Restated Articles or by the Laws of the Cayman Islands, the Company and each member of the Group Companies shall not, and the Company and the Founders shall cause each member of the Group Companies and the Founder Holdcos not to (by way of shareholders resolutions, board resolutions or other means), without (i) the prior approval of the Series A Investors who hold at least a majority of the holders of then issued and outstanding Series A Preferred Shares; (ii) the prior approval of the Series B Investors who hold at least a majority of the then issued and outstanding Series B Preferred shall be required to authorize Shares; (iii) the prior approval of the Series B-1 Investors who hold at least a majority of the then issued and outstanding Series B-1 Preferred Shares; (iv) the prior approval of the Series C Investors who hold at least a majority of the then issued and outstanding Series C Preferred Shares; and (v) the prior approval of the Series D and Series D-1 Investors who hold at least a majority of the then issued and outstanding Series D and Series D-1 Preferred Shares, take any action that would (for the purpose of this Section 15.8, the term for the Company or to permit any below shall also include the members of its subsidiaries to (by amendment, merger, consolidation or otherwisethe Group Companies): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeemalter, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of, or the restrictions provided for the benefit of, the Preferred Shares, whether such amendment or change is absolute or in relation to other classes of shares, including without limitation, the authorization of creation or issuance (by reclassification, subsequent financing or otherwise) of any new class or series of shares that have rights, preferences or privileges senior to or on a parity with the Preferred Shares; (ii) create or authorize the creation of or issue (by reclassification or otherwise) any new class or series of shares or any other security convertible into or exercisable for any equity security having rights, preferences or privileges senior to or on parity with the Preferred Shares, or increase the authorized number of the Preferred Shares; (iii) result in any new issuance of any equity securities of the Company and/or any of its Subsidiaries to the Founders or to any third party, excluding (1) any issuance of Ordinary Shares upon conversion of the Preferred Shares, and (2) the issuance of Ordinary Shares (or options or warrants therefor) under employee equity incentive plans approved by the Board; (iv) result in the payment or declaration of any dividend on any Shares of the Company; (v) purchase or redeem or pay any dividend on any shares prior to the Preferred Shares, excluding the shares repurchased from former employees or consultants in connection with the cessation of their employment/services, at the lower of fair market value or cost; (vi) create or authorize the creation of any debt security that is not already included in a Board-approved budget (other than equipment leases or bank lines of credit) unless such debt security has received the prior approval of the Board of Directors (including the approval of the Series A Director, the Series B Director and the Series C Director); and (vii) increase or decrease the size of the Board of Directors. (b) In respect of the following act of Company which is required under the statue of the Cayman Islands to be taken by a special resolution of the shareholders may be effected by a special resolution of the shareholders, provided, the holder(s) of Series A Preferred or Shares who hold at least a majority of the then issued and outstanding Series A Preferred Shares and vote against the resolution, holder(s) of Series B Preferred so as to affect adversely or harm the interests Shares who hold at least a majority of the shares then issued and outstanding Series B Preferred Shares and vote against the resolution, holder(s) of Series A B-1 Preferred Shares who hold at least a majority of the then issued and outstanding Series B-1 Preferred Shares and vote against the resolution, holder(s) of Series C Preferred Shares who hold at least a majority of the then issued and outstanding Series C Preferred Shares and vote against the resolution, or holder(s) of Series B PreferredD and Series D-1 Preferred Shares who hold at least a majority of the then issued and outstanding Series D and Series D-1 Preferred Shares and vote against the resolution, by mergeras the case may be, consolidation, recapitalization or otherwise; or increase or decrease shall have the number of votes equal to (other than by redemption or conversioni) the total number votes of authorized shares all shareholders who vote in favor of the resolution, plus (ii) one: (i) amend or waive any provision of the Company’s Restated Articles in a manner that would alter, amend or change the rights, preferences or privileges of, or the restrictions provided for the benefit of, the Preferred Stock unless Shares; (ii) increase, reduce or cancel the same ranks junior to registered capital of Company and/or any of its Subsidiaries or carrying a right of subscription in respect of equity interest or issue any options rights or warrants or which may require the change of shareholding in the future or do any act which has the effect of diluting or reducing the effective shareholding of the Series A Preferred and Investors, the Series B Preferred with respect to Investors, the distribution of assets on Series B-1 Investors, the Series C Investors, the Series D Investors or the Series D-1 Investor in the Company; (iii) pass any resolution for the liquidation, dissolution or winding up of the CompanyCompany and/or any of its Subsidiaries or undertake any merger, reconstruction or liquidation exercise concerning the payment Company and/or any Subsidiary or apply for the appointment of dividends and rights of redemption; a receiver, manager or reclassifyjudicial manager or like officer, or obligate itself to reclassifyeffect any Deemed Liquidation Event (as defined in the Restated Articles). (c) Without the consent of the Board of Directors, any class or series of shares into securities having preference or being on a parity with including the Series A Preferred or Director, the Series B Preferred in Director and the Series C Director, the Company and/or any respect; of its Subsidiaries shall not effect or authorize validate any of the following actions (either directly or issueby amendment, merger, consolidation, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred);): (ivi) declare cease to conduct or pay any dividend or make any other distribution carry on shares of capital stock the business of the Company other than dividends and/or any of its Subsidiaries substantially as now conducted, change any part of its business activities, or conduct or carry on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s new business; (viiii) enter into any sale sell or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology dispose of the Company, whole or a substantial part of the undertaking goodwill or the assets of the Company and/or any of its Subsidiaries; (iii) borrow any money or obtain any financial facilities except pursuant to trade facilities obtained from banks or other than financial institutions in the ordinary course of business; (viiiiv) change the authorized number directors make any loan or composition of the Board of Directors of advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity which exceeds US$500,000 each, unless it is wholly owned by the Company; (v) make any loan or advance to any individual Person, including any employee or director of the Group Companies, which exceeds US$500,000, except those advances or similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors; (vi) incorporate Subsidiaries and branches, make investment in exceeding of US$200,000 within twelve (12) consecutive months, purchase fixed assets or build real estates, and acquire all or part of the equity interest of other companies by the Company and/or any of its Subsidiaries; (vii) appoint, fire, change the compensation of, or settle the terms of appointment of any president (general manager), vice president (deputy general manager), chief financial officer (financial controller and/or financial manager) or any other senior managers ranked as the vice president level or above (including but not limited to the chief executive officer, chief operating officer, chief financial officer, chief technology officer and chief marketing officer), including approving any option plan; (viii) approve or make adjustments or modifications to terms of transactions involving the interest of any director or shareholder of the Company and/or any of its Subsidiaries, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director or shareholder of the Company and/or any of its Subsidiaries; (ix) take guarantee any action that would adversely affect or harm the rights or interest indebtedness which exceeds US$500,000 each except for trade accounts of the Series A Preferred Company or Series B Preferred; orany of its Subsidiaries arising in the ordinary course of business; (x) directly incur any aggregate indebtedness in excess of US$500,000 each that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business; (xi) enter into or indirectlybe a party to any transaction or series of transactions between each Group Company and any shareholder, by voluntary actiondirector, senior manager or employee of each Group Company or any Affiliate of any Group Company or any “associate” (Aas defined in Rule 12b-2 promulgated under the Exchange Act) seek to avoid or evade the observanceof any Group Company, or performance between each Group Company and any shareholder, director, senior manager or employees of the Affiliate in an amount more than US$50,000 within twelve (12) consecutive months, except transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; (xii) approve the annual operation plan and budget of the Company and/or any protective provision set forth of its Subsidiaries or any material change of such annual operation plan, budget or the business scope of the Company and/or any of its Subsidiaries; (xiii) establish the employee equity incentive plans for the management and/or employees of the Company and/or any of its Subsidiaries; (xiv) make any investment other than investments in this Section 5 prime commercial paper, money market funds, certificates of deposit in any international bank having a net worth in excess of US$100,000,000 or obligations issued or guaranteed by the United States or other term sovereign government, in each case having a maturity not in excess of two years; (xv) sell, transfer, license, pledge or provision hereofencumber technology or intellectual property, or other than the licenses granted in the ordinary course of business; and (Bxvi) impair any right, power or privilege matters that shall be unanimously approved by all the Board of any holder of Series A Preferred or Series B Preferredthe Company according to applicable Laws.

Protective Provisions. So 7.1. For so long as any shares Preferred Shares or Conversion Shares remain outstanding, in addition to any other vote or consent required elsewhere in this Agreement, the Memorandum and Articles or by any applicable statute, each of the Company and the Group Companies hereby covenants and agrees with the Preferred Holders that it shall not, and the holders of Ordinary Shares, the Founders and the Key Holders shall procure that the Company and each Group Company will not, directly or indirectly, without (i) the written approval of the Preferred Holder holding a simple majority of Series A Preferred or Shares, and (ii) the written approval of the Preferred Holder holding a simple majority of Series B Preferred remain outstandingShares (voting or consenting as a separate class) (the “Relevant Majority”), written consent or, alternatively, the approval of the Board including the affirmative vote of the Series B Director, provided that the foregoing approvals shall not be unreasonably withheld or delayed by the Majority Holders or the Series B Director, take any action (whether by amendment of the Memorandum or the Articles, through any merger, amalgamation, combination or similar transaction or otherwise, and whether in a majority single transaction or a series of related transactions), provided that, where any act listed below requires a Special Resolution of the Members in accordance with the Law, and if the Members vote in favour of such act but the approval of the Relevant Majority has not yet been obtained, each Preferred Shareholder who votes against such act at a meeting of the Shareholders shall have two times the voting rights of each Member who votes in favour of such resolution: (a) any change in any of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):Shares; (ib) consummate the authorization, creation or agree issuance of any class or series of securities (or warrants, options or similar rights to consummate acquie such secrities) having any right, preference or priority superior to or on a Liquidation Event parity with the Preferred Shares or any new issuance of debt or equity secuirty (as defined in the Certificate of Designationor warrants, options or silimar rights to acquire such securities) of the Company or public offering and any other Group Companies other than issuances to employees, directors and consultants pursuant to the Stock Option Plan approved by the Board including the affirmative vote of the securities Series B Director(which shall not be unreasonably withheld or delayed by the Series B Director); (c) any repurchase or redemption of its shares (other than pursuant to the terms of this Agreement, or conditions upon which such shares are issued and in both cases in accordance with the re-purchase or redemption provisions in the Company’s Memorandum and Articles ) and the issuance of shares with such rights of repurchase or reemption; (d) any stock split, share consolidation or stock dividend, reclassification or other forms of re-structuring of capital of the Company or any Group Company; (iie) redeemany amendment or repeal of any provision of the memorandum and articles of association of the Company or any Group Company that may cause an amendment, purchase alteration or otherwise acquire cancellation of the rights, preferences, privilage or powers of the Preferred Holders; (f) the liquidation or dissolution of the Company or any other Group Companies; or (g) any amendment to or termination of any Control Documents. 7.2. For so long as any Series B Preferred Shares remain outstanding, in addition to any other vote or consent required elsewhere in this Agreement, the Memorandum and Articles or by any applicable statute, each of the Company and the Group Companies hereby covenants and agrees with the Preferred Holders that it shall not, and the holders of Ordinary Shares, the Founders and the Key Holders shall procure that the Company and each other Group Companies will not, directly or indirectly, without the approval by the holders of a simple majority of Series B Preferred Shares or by the Board of Directors of each Group Company including the affirmative vote of the Series B Director, which shall not be unreasonably withhold or delayed, take any action (whether by amendment of the Memorandum and the Articles, through any merger, amalgamation, combination or similar transaction or otherwise, and whether in a single transaction or a series of related transactions), provided that, where any act listed below requires a Special Resolution of the Members in accordance with the Law, and if the Members vote in favour of such act but the approval of the simple majority of Series B Preferred Shareholders has not yet been obtained, each Series Preferred B Shareholder who votes against such act at a meeting of the Shareholders shall have two times the voting rights of each Member who votes in favour of such resolution: (a) any change in the scope, nature of the business or any material change in the business activities of the Company and any other Group Companies, expanding the business of the Company and any other Group Companies into any new field, or cease of conducting or carrying on the business of any Group Company substantially as now conducted; (b) any acquisition or merger, sale, consolidation, joint venture, establishment of any subsidiary, strategic alliance of any Group Company with or into one or more entities; or any reorganisation or change of the controlling voting rights of the Company and/or any other Group Companies; (c) any issuance by any Group Company of any new securities or any instruments that are convertible into securities, excluding (x) any issuance of Ordinary Shares upon conversion of Preferred Shares, (y) any issuance of Ordinary Shares (or pay into options or set aside for a sinking fund for such purposewarrants therefor) under any share or shares of Preferred Stock or Common Stock, except (A) as unanimously written equity incentive plans approved by the Board of Directors (including the affirmative vote of the Series B Director); (d) any addition, modification or (B) the repurchase deletion of shares any shareholders’ agreement, memorandum or charter documents of Common Stock from employees, officers, directors and consultants performing services for the Company and/or any other Group Companies; (e) any transaction or one series of transactions in which excess of 50% of any Group Company’s voting power is transferred or more in which all or substantially all the assets of any Group Company are sold; (f) any license, permit or authorization by the Group Company to a third party to use its subsidiaries pursuant to agreements approved by Intellectual Property Rights; (g) any increase or decrease in the authorized size of the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal any Group Company, or any change or amendment to the lesser appointment method of the original purchase price or then fair market valuedirectors; (iiih) amend the Company’s Certificate borrowing any money or obtaining any financial facilities of Incorporation an aggregate amount in excess of RMB5,000,000 except pursuant to trade facilities obtained from banks or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than financial institutions in the ordinary course of business; (viiii) change acquisition of any share capital or other securities of any entity or the authorized number directors establishment of any new direct or composition indirect subsidiary of the Board any Group Company or any subsidiary or affiliated company of Directors of the any Group Company; (ixj) take entry into any action that would adversely affect commercial contract of a contractual amount in excess of RMB3,000,000 outside the ordinary course of business of a Group Company; (k) entry into any transaction or harm a series of transactions of an aggregate amount in excess of RMB3,000,000 outside the rights ordinary course of business of a Group Company; (l) any public offering of any debt or interest equity securities, and the terms on professional intermediary institution, date and place and price of such offering; (m) any debt or equity financing of the Series A Preferred or Series B Preferred; orCompany and/or other Group Companies; (xn) directly any sale, transfer, license, creation of charge or indirectlyencumberance on or otherwise disposal of any trademarks, patents or other intellectual property owned by voluntary actionthe Group Companies; (o) any declaration or distribution of profits amongst the shareholders by way of dividend in cash or specie, (Ainterim and final) seek to avoid capitalization of reserves or evade the observanceotherwise; (p) settlement, implement, or performance alteration of the terms of any protective provision set forth bonus (other than as approved in this Section 5 the approved annual budget) or profit sharing scheme or any employee share option plan or share participation schemes, or any issuance of shares or options to any individual under any share option or incentive plan of any Group Company; (q) any transaction (either in one transaction or in a series of related transactions) involving a Group Company, on the one hand, and any of a Group Company’s shareholders, directors or officers or any Affiliate of a Group Company’s shareholder or any of its officers, directors or shareholders, on the other hand; (r) any matter in which a Group Company pledges its assets or acts as a guarantor or provide other security interest in favor of any third party; (s) any transfer, pledge, lien, encumberance or otherwise disposal of shares, equity or other term interests of any Group Company; (t) the appointment or provision hereofremoval of Chairman of the board of directors, Chief Executive Officer (or General Manager), the Deputy General Manager, Chief Financial Officer, and/or Chief Operational Officer (or any equivalent position) of any Group Company; or any adoption or modification of any standard labour contract or senior management’s warefare scheme; (u) any change or alteration of the financial and accounting policies previously adopted or change the financial year of the Company, or (B) impair any rightthe appointment or removal of the auditors, power or privilege of any holder Group Company; (v) any increase in compensation of Series A Preferred any of employees of the Group Companies by more than fifty percent (50%) in a twelve (12) month period if before such increase such employee’s gross annual salary is equal to or Series B Preferredgreater than RMB500,000 (or its equivalent in another currency); and/or (w) the adoption of any annual budget, and any modification amounting to 10% of such budget.

Protective Provisions. So For so long as any shares of Series A Preferred or Series B Preferred Stock remain outstanding, written the Corporation shall not (including, without limitation by amendment to the Charter or through a merger or consolidation, or otherwise), without the consent of a majority or the affirmative vote of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to at least fifty-one percent (by amendment, merger, consolidation or otherwise): (i51%) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred Stock outstanding at the time (the “Series A Majority”), given in person or by proxy, either in writing or at a meeting (with the Series A Preferred Stock voting separately as a class), (i) voluntarily or involuntarily liquidate, dissolve or wind up the Corporation, or effect any merger or consolidation or any other liquidation event (other than the merger between an affiliate of the Corporation and ▇▇▇▇▇ Watermark Investors Incorporated on the Original Issue Date); provided, however, that the consent or the affirmative vote of the Series B Preferred with respect A Majority shall not be required if, at the effective time of consummation of such transaction described in this clause (i) (except to the distribution of assets on extent as otherwise provided in Section 6(b) above), the liquidationSeries A Preferred receive the then-due full redemption price pursuant to Section 6(b) above; (ii) amend, dissolution alter, or winding up repeal any provision of the CompanyCorporation’s Charter or bylaws or the governing documents of its operating partnership in a manner that affects adversely the rights, the payment of dividends and preferences, privileges or voting rights of redemptionthe holders of the Series A Preferred; (iii) authorize, create or reclassify, or obligate itself to reclassify, issue shares of any class or series of shares into securities having preference stock of the Corporation or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciationsecurity, phantom stock having rights, preferences or similar vehicle) having a preference overprivileges senior to the Series A Preferred, or being on a parity with, increase the authorized number of shares of Series A Preferred; provided, however, that any amendment to the Charter to authorize any increase in the number of authorized shares of Preferred Stock or Series B Preferred with respect to dividends, liquidation, redemption Common Stock or otherwise, other than the creation or issuance of any authorized but unissued other class or series of Parity Securities or Junior Securities, shall not be deemed to adversely affect any right, preference, privilege or voting right of shares of Series A Preferred Stock; or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare purchase or pay any dividend or make any other distribution on shares of redeem capital stock of the Company other than dividends on Corporation (excluding shares purchased pursuant to the Series A Preferred Corporation’s share redemption plan to the extent funded with proceeds from the Corporation’s dividend reinvestment plan, or Series B Preferred; DRIP),3 except with respect to this clause (viv) declare or file for bankruptcy as necessary to maintain the REIT status of the Corporation. For purposes of this Section 8(b), the filing in accordance with applicable law of articles supplementary or any similar event document setting forth or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change changing the nature designations, preferences, conversion or other rights, voting powers, restrictions, limitation as to dividends and other distributions, qualifications or other terms of any class or series of stock of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual propertyCorporation shall be deemed an amendment to the Charter. Except as set forth herein, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest holders of the Series A Preferred or Series B Preferred; or (x) directly or indirectlyStock shall not have any voting rights with respect to, by voluntary action, (A) seek to avoid or evade and the observance, or performance consent of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege the holders of any holder shares of the Series A Preferred Stock shall not be required for, the taking of any corporate action that is required to maintain the REIT status of the Corporation, regardless of the effect that such corporate action or event may have upon the powers, preferences, voting power or other rights or privileges of the Series B PreferredA Preferred Stock.

Protective Provisions. So The Partnership and the General Partner hereby covenant and agree that, for as long as any shares of Series A Preferred or Series B Preferred remain Units are outstanding, neither the Partnership nor the General Partner shall, and the Partnership and the General Partner shall cause their respective Subsidiaries not to, undertake or permit any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):Units then outstanding: (i1) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) case of the Company Partnership, authorize or public offering issue, or increase the authorized or issued amount of, (A) equity securities ranking, as to distributions and upon liquidation, on a parity with or senior to the Preferred Units or (B) Common Units or other equity securities ranking, as to distributions and upon liquidation, junior to the Preferred Units, to the extent that such Common Units or other junior equity securities contain any rights that restrict in any way management of the securities Partnership, the General Partner or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the Companyholders thereof; and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, authorize or issue additional (A) shares of preferred stock or preferred equity securities or (B) shares of common stock or common equity securities or other equity securities ranking, as to distributions and upon liquidation, junior to shares of such entity’s preferred stock or preferred equity securities, to the extent that such shares of common stock, common equity securities or other junior equity securities contain any rights that restrict in any way management of the General Partner, the Partnership or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the holders thereof; (ii) amend, alter, repeal or waive any of the provisions of (1) this Exhibit or the Purchase Agreement or (2) the certificate of limited partnership of the Partnership, the Partnership Agreement, the Articles of Incorporation or bylaws of the General Partner or the organizational documents of any of their respective Subsidiaries, in the case of clause (2) only, to the extent that such amendment would reasonably be expected to adversely affect the Preferred Units or the rights of the holders thereof; (iii) redeem, purchase or otherwise acquire for any consideration (or pay into or set aside for a sinking fund for such purpose1) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by in the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser case of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rightsPartnership, preferences or privileges equity securities of the shares of Series A Preferred or Series B Preferred so Partnership that rank, as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferreddistributions and upon liquidation, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred Units, including Common Units, and Series B Preferred with respect to (2) in the distribution of assets on the liquidation, dissolution or winding up case of the CompanyGeneral Partner, any Subsidiary of the payment General Partner or any Subsidiary of dividends and rights of redemption; or reclassify, or obligate itself to reclassifythe Partnership, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom capital stock or similar vehicleequity securities; provided, that the foregoing shall not prohibit the following: (A) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect redemptions pursuant to dividends, liquidation, redemption or otherwise, other than the issuance Share Redemption Program; and (B) redemptions of any authorized but unissued shares Common Units in exchange for which the General Partner issues REIT Shares to the holders of Series A Preferred or Series B Preferred designated in such Common Units as the applicable Certificate sole consideration therefor pursuant to the terms of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)the Partnership Agreement; (iv) declare or pay any dividend or make any other distribution on shares engage in a Change of capital stock of the Company other than dividends on the Series A Preferred or Series B PreferredControl; (v) declare commence or file for bankruptcy suffer to exist an Event of Bankruptcy as to the Partnership, the General Partner or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysof their respective Subsidiaries; (vi) materially change pay any special distributions (which, for purposes hereof, shall mean any distribution other than a distribution made on a regular monthly basis consistent with past practice) on (1) in the nature case of the CompanyPartnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity’s business;shares of preferred stock or preferred equity securities; provided, that the foregoing shall not prohibit special distributions that are necessary to preserve the General Partner’s status as a REIT under the Code; or (vii) engage in a recapitalization, reorganization, merger, unit or stock split, statutory unit or stock exchange, sale of all or substantially all of such entity’s assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, or other similar transaction. Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to take, any action in furtherance of any of the foregoing actions without obtaining the required consent therefor, as specified in this Section 7(a). Notwithstanding any provision in this Section 7(a) to the contrary, the Partnership shall be able to enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than tax protection agreements in the ordinary course of its business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferred.

Protective Provisions. So The Partnership and the General Partner hereby covenant and agree that, for as long as any shares of Series A Preferred or Series B Preferred remain Units are outstanding, neither the Partnership nor the General Partner shall, and the Partnership and the General Partner shall cause their respective Subsidiaries not to, undertake or permit any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):Units then outstanding: (i1) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) case of the Company Partnership, authorize or public offering issue, or increase the authorized or issued amount of, (A) equity securities ranking, as to distributions and upon liquidation, on a parity with or senior to the Preferred Units or (B) Common Units or other equity securities ranking, as to distributions and upon liquidation, junior to the Preferred Units, to the extent that such Common Units or other junior equity securities contain any rights that restrict in any way management of the securities Partnership, the General Partner or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the Companyholders thereof; and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, authorize or issue additional (A) shares of preferred stock or preferred equity securities or (B) shares of common stock or common equity securities or other equity securities ranking, as to distributions and upon liquidation, junior to shares of such entity’s preferred stock or preferred equity securities, to the extent that such shares of common stock, common equity securities or other junior equity securities contain any rights that restrict in any way management of the General Partner, the Partnership or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the holders thereof; (ii) amend, alter, repeal or waive any of the provisions of (1) this Amendment or the Purchase Agreement or (2) the certificate of limited partnership of the Partnership, the Partnership Agreement, the Articles of Incorporation or bylaws of the General Partner or the organizational documents of any of their respective Subsidiaries, in the case of clause (2) only, to the extent that such amendment would reasonably be expected to adversely affect the Preferred Units or the rights of the holders thereof; (iii) redeem, purchase or otherwise acquire for any consideration (or pay into or set aside for a sinking fund for such purpose1) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by in the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser case of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rightsPartnership, preferences or privileges equity securities of the shares of Series A Preferred or Series B Preferred so Partnership that rank, as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferreddistributions and upon liquidation, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred Units, including Common Units, and Series B Preferred with respect to (2) in the distribution of assets on the liquidation, dissolution or winding up case of the CompanyGeneral Partner, any Subsidiary of the payment General Partner or any Subsidiary of dividends and rights of redemption; or reclassify, or obligate itself to reclassifythe Partnership, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom capital stock or similar vehicleequity securities; provided, that the foregoing shall not prohibit the following: (A) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect redemptions pursuant to dividends, liquidation, redemption or otherwise, other than the issuance Share Redemption Program; and (B) redemptions of any authorized but unissued shares Common Units in exchange for which the General Partner issues REIT Shares to the holders of Series A Preferred or Series B Preferred designated in such Common Units as the applicable Certificate sole consideration therefor pursuant to the terms of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)the Partnership Agreement; (iv) declare or pay any dividend or make any other distribution on shares engage in a Change of capital stock of the Company other than dividends on the Series A Preferred or Series B PreferredControl; (v) declare commence or file for bankruptcy suffer to exist an Event of Bankruptcy as to the Partnership, the General Partner or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysof their respective Subsidiaries; (vi) materially change pay any special distributions (which, for purposes hereof, shall mean any distribution other than a distribution made on a regular monthly basis consistent with past practice) on (1) in the nature case of the CompanyPartnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity’s business;shares of preferred stock or preferred equity securities; provided, that the foregoing shall not prohibit special distributions that are necessary to preserve the General Partner’s status as a REIT under the Code; or (vii) engage in a recapitalization, reorganization, merger, unit or stock split, statutory unit or stock exchange, sale of all or substantially all of such entity’s assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, or other similar transaction. Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to take, any action in furtherance of any of the foregoing actions without obtaining the required consent therefor, as specified in this Section 7(a). Notwithstanding any provision in this Section 7(a) to the contrary, the Partnership shall be able to enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than tax protection agreements in the ordinary course of its business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferred.

Protective Provisions. So long In addition to such other limitations as may be provided in the Restated Memorandum and Articles, the following acts shall require (i) the prior written approval of the holder(s) of more than fifty percent (50%) of the Preferred Shares, in the event that any such matter set forth below is by applicable laws required to be determined by members of the Company; or (ii)the prior written approval of one or more Series A Directors appointed by the holder(s) of more than fifty percent (50%) of the Preferred Shares, in the event that any such matter set forth below is by applicable laws required to be determined by the board of the Company: (a) adoption or change to the Memorandum and Articles of Association or other charter documents of any Group Company; (b) establishment of any board committee and the delegation of any authority to the Board of Directors of any Group Company; (c) any change in the number of directors of any Group Company; (d) issuance of any new securities or any instruments that are convertible into securities, excluding (i) any issuance of the Preferred Shares under the Preferred Share Purchase Agreement, (ii) any issuance of Ordinary Shares upon conversion of the Preferred Shares, and (iii) any issuance of Ordinary Shares (or options or warrants therefor) under employee equity incentive plans approved by the Board; (e) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Preferred Shares; (f) any action by the Company to authorize, create or issue shares of Series A any class or series of the Company having preferences superior to or on a parity with the Preferred Shares; (g) any action by the Company to reclassify any outstanding shares into shares having preferences or Series B priority as to dividends or assets senior to or on a parity with the preference of the Preferred remain outstanding, written consent Shares; (h) any repurchase or redemption of a majority any equity securities of the Company other than pursuant to the redemption right of the holders of Series A Preferred Shares as provided in the Restated Memorandum and Series B Preferred shall be required Articles or contractual rights to authorize repurchase Ordinary Shares from the employees, directors or consultants of the Company upon termination of their employment or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):services; (i) consummate or agree to consummate a Liquidation Event (as defined decisions in connection with the Certificate of Designation) of the Company or initial public offering of the securities Company, including but not limited to the stock exchange, timing, and valuation of initial public offering of the Company; (iij) redeemappointment, purchase or otherwise acquire removal and remuneration of senior management (or pay into or set aside for a sinking fund for such purposeincluding Chairman, CEO, COO, CFO) of any share or shares Group Company; (k) the declaration and/or payment of Preferred Stock or Common Stock, except any and all dividends on any securities of any Group Company; (A) as unanimously approved by the Board of Directors or (Bl) the repurchase by any Group Company of shares any outstanding securities and any other reduction of Common Stock from employees, officers, directors and consultants performing services for the Company capital or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valuesimilar process; (iiim) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by any merger, consolidation, scheme of arrangement, recapitalization or otherwise; sale of all or increase or decrease substantially all of the assets of any Group Company; (other than by redemption or conversionn) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred any expenditure, any purchase and Series B Preferred with respect to the distribution disposal of assets and businesses, or any purchase and disposal of assets and businesses worth, in the aggregate, more than RMB five million (RMB5,000,000), per transaction or in the aggregate in a fiscal year, by any Group Company; (o) any transaction between the Company or any of its subsidiaries on the liquidationone hand, dissolution and any Related Party, on the other hand; (p) employment of any Related Party by any Group Company; (q) any capital expenditures or winding up any capital commitments (i) that are in excess of the Company, amount of ten thousand U.S. dollars (US$10,000) per transaction or fifty thousand U.S. dollars (US$50,000) in the payment aggregate in a fiscal year; and (ii) that are outside annual budget approved by the Board; (r) any non-ordinary course of dividends transactions (i) that are in excess of the amount of RMB five million (RMB5,000,000) per transaction or in the aggregate in a period of 12 month; and rights (ii) that are outside annual budget approved by the Board (s) incurrence of redemption; debt or reclassify, or obligate itself to reclassify, assumption of any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize financial obligation or issue, assumption, provision of guarantee or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance creation of any authorized but unissued shares liability for borrowed money exceeding the amount of Series A Preferred RMB five million (RMB5,000,000) per transaction or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)aggregate; (ivt) declare adoption or pay any dividend or make any other distribution on shares of capital stock change of the Company other than dividends on treasury policy, any material accounting policy or the Series A Preferred fiscal year of any Group Company; (u) establishment of any subsidiary or Series B Preferredaffiliates and the signing of any shareholders agreement or joint venture agreement by any Group Company; (v) declare appointment or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 dayschange of the auditors; (viw) materially change any purchase by any Group Company of equity securities of, or any securities convertible into equity securities of, any other company exceeding the nature amount of the Company’s businessRMB five million (RMB5,000,000); (viix) enter into the adoption of, or amendment to, any sale or license (or similar arrangement) with any third party employee equity incentive plan of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Group Company; (ixy) take any action that would adversely affect change in the business plan or harm the rights or interest scope of principal business of any Group Company; and (z) approval of the Series A Preferred business plan or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance annual budget of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferredthe Group Companies.

Protective Provisions. (a) So long as any shares of at least 6,450,000 Series A Preferred Shares (as adjusted for any share split, share dividend, share combination or Series B Preferred remain consolidation, recapitalization, reclassification or other similar event) shall be outstanding, the Investors and Founders shall not, without obtaining the affirmative vote or written consent of the holders of a majority of the holders of outstanding Series A Preferred and Shares voting as a separate class (based on the number of Ordinary Shares into which each holder’s Series B A Preferred shall be required Shares is then convertible, as adjusted from time to authorize the Company time), vote at a regular or to permit any special meeting of its subsidiaries to shareholders (or by amendment, merger, consolidation or otherwise):written consent) to: (i) consummate waive, amend, or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities repeal any provision of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for ’s Articles of Association if such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or action would adversely alter or change the rights, preferences or privileges of, or the restrictions provided for the benefit of, the Series A Preferred Shares; (ii) increase or decrease the authorized number of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, Shares; or (iii) create (by merger, consolidation, recapitalization reclassification or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any new class or series of shares into securities having preference rights, preferences or being privileges senior to or on a parity with the Series A Preferred or Shares. (b) So long as at least 3,000,000 Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security Shares (including any other security convertible into or exercisable as adjusted for any such equity security share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event) shall be outstanding, the Investors and any stock appreciationthe Founders (1) shall not, phantom stock without obtaining the affirmative vote or similar vehicle) having written consent of the holders of a preference over, or being on a parity with, Series A Preferred or majority of the outstanding Series B Preferred Shares voting as a separate class (based on the number of Ordinary Shares into which each holder’s Series B Preferred Shares is then convertible, as adjusted from time to time) vote at a regular or special meeting of shareholders (or by written consent) of the Company to and (2) in the case of (i), (iii), (iv), (v) and (vi) below, shall procure that each of the other Group Members shall not, without obtaining the affirmative vote or written consent of the holders of at least a majority of the outstanding Series B Preferred Shares voting as a separate class (based on the number of Ordinary Shares into which each holder’s Series B Preferred Shares is then convertible, as adjusted from time to time), vote at a regular or special meeting of shareholders (or by written consent) of the Group Member that it owns to: (i) waive, amend, or repeal any provision of the articles of association or any other charter documents of such Group Member if such action would adversely alter or change the rights, preferences or privileges of, or the restrictions provided for the benefit of, the Series B Preferred Shares; (ii) increase or decrease the authorized number of shares of Series B Preferred Shares; (iii) create (by reclassification, merger or otherwise) any new class or series of shares having rights, preferences or privileges with respect to dividends, liquidation, redemption or otherwise, other than payments upon liquidation senior to or on a parity with the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in Shares or having voting rights other than those granted to the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)Shares generally; (iv) take any action that would expose the holders of Series B Preferred Shares to more than a minimal risk of being subject to taxation under Section 305 of the United States Internal Revenue Code; (v) redeem or repurchase any of the Company’s shares or declare a dividend with respect to any such shares; provided, however, that this provision shall not apply to the Company’s redemption or pay any dividend repurchase of shares issued to or make any other distribution on shares of capital stock held by employees, officers, directors or consultants of the Company upon termination of their employment or services or pursuant to agreements providing for the right of such repurchase between the Company and such persons; (vi) change the number of directors constituting the full Board and the board of directors of each of the Offshore Group Members; or (vii) amend Article 51(3)(e)(ii) of the Company’s Articles of Association. (c) So long as at least 3,000,000 of the Series C Preferred Shares (as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event) shall be outstanding, the Investors and the Founders (1) shall not, without obtaining the affirmative vote or written consent of the holders of at least two thirds (2/3) of the outstanding Series C Preferred Shares voting as a separate class (based on the number of Ordinary Shares into which each holder’s Series C Preferred Shares is then convertible, as adjusted from time to time), vote at a regular or special meeting of shareholders (or by written consent) of the Company to, and (2) in the case of (i), (iii), (iv), (v) and (vi) below, shall procure that each of the other Group Members shall not, without obtaining the affirmative vote or written consent of the holders of at least two-thirds (2/3) of the outstanding Series C Preferred Shares voting as a separate class (based on the number of Ordinary Shares into which each holder’s Series C Preferred Shares is then convertible, as adjusted from time to time), vote at a regular or special meeting of shareholders (or by written consent) of the Group Member that it owns to: (i) waive, amend, or repeal any provision of the articles of association or any other charter documents of such Group Member if such action would adversely alter or change the rights, preferences or privileges of, or the restrictions provided for the benefit of, the Series C Preferred Shares; (ii) increase or decrease the authorized number of shares of Series C Preferred Shares; (iii) create (by reclassification, merger or otherwise), offer or issue any new class or series of shares, or any securities or rights to acquire or convert into any such class or series of shares, having rights, preferences or privileges (including but not limited to with respect to dividends or payments upon liquidation) senior to or on a parity with the Series C Preferred Shares or having voting rights other than dividends on those granted to the Preferred Shares generally; (iv) take any action that would expose the holders of Series A C Preferred or Series B PreferredShares to more than a minimal risk of being subject to taxation under Section 305 of the United States Internal Revenue Code; (v) declare or file for bankruptcy a dividend with respect to any of its shares or any similar event other payment to the holders of its shares in their capacity as shareholders out of its distributable profits or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysreserves of the relevant Group Member; (vi) materially change the nature number of directors constituting the full Board and the board of directors of each of the Offshore Group Members; or (vii) amend Article 51(3)(e)(iii) of the Company’s businessArticles of Association. (d) So long as at least 3,000,000 of the Series D Preferred Shares (as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event) shall be outstanding, the Investors and the Founders (1) shall not, without obtaining the affirmative vote or written consent of the holders of at least two thirds ( 2/3) of the outstanding Series D Preferred Shares voting as a separate class (based on the number of Ordinary Shares into which each holder’s Series D Preferred Shares is then convertible, as adjusted from time to time), vote at a regular or special meeting of shareholders (or by written consent) of the Company to and (2) in the case of (i), (iii), (iv), (v) and (vi) below, shall procure that each of the other Group Members shall not, without obtaining the affirmative vote or written consent of the holders of at least two-thirds ( 2/3) of the outstanding Series D Preferred Shares voting as a separate class (based on the number of Ordinary Shares into which each holder’s Series D Preferred Shares is then convertible, as adjusted from time to time), vote at a regular or special meeting of shareholders (or by written consent) of the Group Member that it owns to: (i) waive, amend, or repeal any provision of the articles of association or any other charter documents of such Group Member if such action would adversely alter or change the rights, preferences or privileges of, or the restrictions provided for the benefit of, the Series D Preferred Shares; (viiii) enter into any sale increase or license (or similar arrangement) with any third party decrease the authorized number of any material intellectual property, any material product or any material technology shares of the Company, other than in the ordinary course of businessSeries D Preferred Shares; (viiiiii) change create (by reclassification, merger or otherwise), offer or issue any new class or series of shares, or any securities or rights to acquire or convert into any such class or series of shares, having rights, preferences or privileges (including but not limited to with respect to dividends or payments upon liquidation) senior to or on a parity with the authorized number directors Series D Preferred Shares or composition of having voting rights other than those granted to the Board of Directors of the CompanyPreferred Shares generally; (ixiv) take any action that would adversely affect or harm expose the rights or interest holders of Series D Preferred Shares to more than a minimal risk of being subject to taxation under Section 305 of the Series A Preferred United States Internal Revenue Code; (v) declare a dividend with respect to any of its shares or Series B Preferredany other payment to the holders of its shares in their capacity as shareholders out of distributable profits or reserves of the relevant Group Member; (vi) change the number of directors constituting the full Board and the board of directors of each of the Offshore Group Members; or (xvii) directly or indirectly, by voluntary action, (Aamend Article 51(3)(e)(iv) seek to avoid or evade of the observance, or performance Company’s Articles of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B PreferredAssociation.

Protective Provisions. So long as any shares of Series A Preferred or Series B Preferred remain outstanding, written consent of a majority of Unless the directors designated by the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to Stock originally issued under the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of Purchase Agreement control the Board of Directors of the Company; (ix) take Company with respect to all actions, for so long as any action that would adversely affect or harm the rights or interest shares of the Series A Preferred Stock originally issued under the Purchase Agreement remain outstanding, the Company shall not, and the Company shall cause its subsidiaries not to, without the approval of the holders of at least 75% of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement then outstanding: (a) amend the charter or bylaws in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series B PreferredA Preferred Stock or the Preferred Stock Conversion Shares (as defined in the Purchase Agreement); (b) reclassify any outstanding securities into securities having rights, preferences or privileges senior to, or on a parity with, the Series A Preferred Stock; (c) authorize or issue any additional shares of capital stock (other than to Purchaser in accordance with this Agreement or the Purchase Agreement); (d) merge or consolidate with or into any corporation or other Person; Investor’s Rights Agreement (ITEK) v4 (e) sell all or substantially all their respective assets in a single transaction or series of related transactions; (f) license all or substantially all of their respective intellectual property in a single transaction or series of related transactions; (g) liquidate or dissolve; or (xh) alter any rights of the holders of the Series A Preferred Stock or change the size of the Board of Directors. (i) declare or pay any dividends (other than dividends payable to the Company or its subsidiaries) on or declare or make any other distribution, directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance on account of any protective provision set forth in this Section 5 shares of Common Stock now or hereafter outstanding; (j) repurchase any outstanding shares of capital stock (other term than repurchases or provision hereof, or (B) impair any right, power or privilege redemptions of any holder of the Series A Preferred Stock in accordance with its terms); (k) approve or modify by 10% or more the aggregate amount of any annual or other operating or capital budget, or approve or modify by 50% or more any single line item of any such operating or capital budget; (l) increase the salary of any officer or employee or pay any bonus to any officer, director or employee not contemplated in a budget or bonus plan approved by directors designated by the holders of the shares of the Series B PreferredA Preferred Stock originally issued under the Purchase Agreement then outstanding; (m) retain, terminate or enter into any salary or employment negotiations or employment agreement with any employee or any future employee; (n) incur indebtedness (other than trade payables) or enter into contracts or leases that require payments in excess of $5,000 in the aggregate; (o) make or incur any single capital expenditure; (p) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; (q) make any material change in the nature of its business or enter into any new line of business, joint venture or similar arrangement; (r) pledge its assets or guarantee the obligations of any other individual or entity; (s) recommend approval of any new equity incentive plan; (t) form or acquire any subsidiary, joint venture or similar business entity; or Investor’s Rights Agreement (ITEK) v4 (u) directly or indirectly enter into, or permit to exist, any material transaction with any affiliate of the Company, any Founder or any affiliate of a Founder, or transfer, pay, loan or otherwise obligate the Company to give cash, services, assets or other items of value to affiliates, Founders or any affiliate of a Founder or commit to do any of the preceding after the date hereof, except for employee compensation or for reimbursement of ordinary business expenses.

Protective Provisions. So long as any shares of Series A Preferred this Note is outstanding the Maker shall not, without first obtaining the approval (by vote or Series B Preferred remain outstandingwritten consent), written consent of a majority as provided by the Delaware General Corporation Law of the holders of Series A Preferred and Series B Preferred shall be required to authorize at least fifty percent (50%) of the Company then outstanding Notes of this kind: (a) alter, amend or to permit any of its subsidiaries to repeal (whether by amendment, merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares Series D Preferred Stock, or any capital stock of Series A Preferred or Series B Preferred the Maker so as to affect adversely the Series D Preferred Stock or harm this Note; (b) alter, amend or repeal, the interests Articles of Incorporation or By-laws, in a manner that would adversely affect the voting power of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of D Preferred Stock unless or any other rights or privileges of the same ranks junior to holders of the Series A D Preferred and Stock or this Note; (c) create any new class or series of capital stock having a preference over the Series B D Preferred with respect Stock as to the distribution of assets on the upon liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, Maker ("Senior Securities"); (d) create any new class or series of shares into securities having preference or being on a parity capital stock ranking pari passu with the Series A D Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself Stock as to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, distribution of assets upon liquidation, redemption dissolution or otherwise, other than winding up of the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation Maker (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred"Pari Passu Securities"); (ive) issue any Senior Securities or Pari Passu Securities; (f) issue or sell any shares of Common Stock or securities convertible into Common stock for no consideration or for a consideration per share less than the then in effect Conversion Ratio, except that, no adjustment to the Conversion Ratio will be made in the case of an Exempt Issuance; (g) increase the par value of the Common Stock; (h) directly or indirectly pay or declare or pay any dividend or dividend, make any other distribution on upon, redeem or repurchase any shares of capital stock (except a dividend on, or distribution upon, the Series D Preferred Stock or pursuant to a stock option or award under a plan approved by the Board of Directors); (ii) agree to any provision in any agreement that would impose any restriction on our ability to honor the exercise of any rights of the Company other than dividends on holders of the Series A D Preferred Stock or Series B Preferred;this Note; or (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (viii) enter into any sale transaction, including, without limitation, any purchase, sale, lease or license (exchange of property, the rendering of any service or the payment of any management, advisory or similar arrangement) fees, with any third party of any material intellectual propertyits affiliates, any material product or any material technology of the Company, other than unless such transaction is (i) in the ordinary course of business; , and (viiiii) change upon fair and reasonable terms no less favorable to the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that Maker than it would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth obtain in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferreda comparable arm's length transaction with a person which is not an affiliate.

Protective Provisions. So long as any shares of Series A Preferred or Series B Preferred remain outstandingThe Corporation shall not, written consent of a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to not permit any of its subsidiaries to Subsidiaries to, directly or indirectly, without the affirmative vote (or written consent as permitted by amendmentthe DGCL, the Certificate of Incorporation and Bylaws) of the Requisite Holders, voting (or consenting) as a separate class: (i) amend, alter, modify or repeal (whether by merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in this Certificate of Designations, the Certificate of Designation) Incorporation or the Bylaws in any manner that adversely affects the rights, preferences, privileges or the restrictions provided for the benefit of, the Series C Preferred Stock (in each case, including without limitation, changing the total number of Series C Preferred Stock that the Company or public offering of Corporation shall have the securities of the Companyauthority to issue); (ii) redeemreclassify, purchase alter or otherwise acquire (amend any securities of the Corporation or pay into any Subsidiary in a manner that adversely affects the designations, preferences, powers and/or the relative participating, optional or set aside for a sinking fund for such purpose) any share other special rights, or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services restrictions provided for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser benefit of the original purchase price or then fair market valueSeries C Preferred Stock; (iii) amend the Company’s Certificate of Incorporation in any manner authorize, create, designate, issue or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease sell any (other than by redemption or conversionA) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security capital stock (including any shares of treasury stock) that would be classified as Senior Securities or Parity Securities or (B) rights, options, warrants or other security securities (including debt securities) convertible into or exercisable or exchangeable for capital stock or any such equity security or having any other equity feature, in each case, that would be classified as either Senior Securities or Parity Securities, except as may be necessary in connection with the declaration and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect payment of in-kind dividends to dividends, liquidation, redemption or otherwise, other than the issuance holders of any authorized but unissued outstanding shares of Series A C Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)Stock; (iv) declare enter into, or become subject to, any agreement or instrument or other obligation which by its terms restricts the Corporation’s ability to perform its obligations under this Certificate of Designations, including the ability of the Corporation to pay any dividend dividends or make any redemption or other liquidation payment required hereunder; (v) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend, or make any distribution on on, any shares of capital stock of the Company Corporation, other than redemptions of or dividends or distributions on the Series A C Preferred or Series B Preferred; (v) declare or file for bankruptcy Stock or any similar event dividend or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days;other distribution that would qualify as a Participating Dividend, in each case as expressly authorized herein; or (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with agreement to do any third party of any material intellectual property, any material product or any material technology of the Company, other than in foregoing that is not expressly made conditional on obtaining the ordinary course of business; (viii) change the authorized number directors affirmative vote or composition written consent of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B PreferredRequisite Holders.

Protective Provisions. So (a) For so long as any shares Senior Preferred Units and PIK Units with an aggregate Purchase Price and PIK Unit Price of Series A Preferred or Series B Preferred remain at least $35,000,000 in the aggregate are outstanding, written consent of a majority the following covenants shall apply for the benefit of the holders Senior Holders, unless otherwise waived by the Required Holders (and for the avoidance of Series A doubt, if at any time Senior Preferred Units and Series B PIK Units with an aggregate Purchase Price and PIK Unit Price of at least $35,000,000 are not outstanding but then subsequently Senior Preferred Units and PIK Units with an aggregate Purchase ​ ​ Price and PIK Unit Price of at least $35,000,000 become outstanding again, the following covenants shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwiseautomatically apply again at such time): (i) consummate or agree neither Ferrellgas Partners, L.P. nor the Partnership may effect a Change of Control, unless the Partnership has sufficient cash on a pro forma basis, after giving effect to consummate a Liquidation Event (as defined all payments, to redeem the outstanding Senior Preferred Units and PIK Units in full for cash at the Certificate of Designation) of Total Redemption Price and PIK Redemption Price, respectively, immediately after the Company or public offering of the securities of the Companyconsummation thereof; (ii) redeemneither Ferrellgas Partners, purchase L.P. nor the Partnership may amend any provisions of their respective organizational documents (including this Amendment) in a manner that adversely affects, directly or otherwise acquire (indirectly, in any respect, the preferences, rights or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser privileges of the original purchase price Senior Preferred Units or then fair market valuePIK Units; (iii) amend the Company’s Certificate of Incorporation Partnership may not create, authorize or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, issue (by merger, consolidation, recapitalization reclassification or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (security, including any other security convertible into or exercisable exchangeable for any such equity security and any stock appreciationsecurity, phantom stock or similar vehicle) having a preference overpreferences, rights, or being on a parity withprivileges ranking senior to or pari passu with the Senior Preferred Units or PIK Units, Series A Preferred none of the Partnership’s subsidiaries may issue any additional equity (common or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (preferred) including any other security convertible into or exercisable exchangeable for such shares any equity security, and neither the Partnership nor any of Series A its subsidiaries may redeem any equity (other than the Senior Preferred Units or Series B PreferredPIK Units in accordance with this Amendment), provided that, nothing in this Amendment shall prohibit Ferrellgas Partners, L.P. from issuing or redeeming any equity security of Ferrellgas Partners, L.P. in accordance with the MLP Partnership Agreement; (iv) declare the Partnership may not create, authorize or pay issue any dividend additional Senior Preferred Units or make PIK Units or any other distribution on shares of capital stock series of the Company foregoing other than dividends on the Series A Preferred or Series B Preferredin accordance with this Amendment; (v) declare or neither Ferrellgas Partners, L.P. nor the Partnership may voluntarily file for bankruptcy bankruptcy, authorize the taking of any such action, or take any comparable action or authorize any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysevent; (vi) materially change none of Ferrellgas Partners, L.P., the nature Partnership and any of the Company’s businesstheir respective subsidiaries shall, directly or indirectly, make or own any Investment in any person, including any Joint Venture, except Permitted Investments; (vii) enter into none of Ferrellgas Partners, L.P., the Partnership and any sale or license (or similar arrangement) with of their respective subsidiaries shall permit any third party of any material intellectual property, any material product or any material technology of the CompanyAsset Sales, other than dispositions of inventory or cash equivalents in the ordinary course of businessbusiness consistent with past practice and Ordinary Course Dispositions the proceeds of which, when aggregated ​ ​ with the proceeds of all other Ordinary Course Dispositions, shall not exceed $150,000,000; (viii) change Ferrellgas Partners, L.P., the authorized number directors Partnership and their respective subsidiaries shall not enter into or composition modify any transaction or agreement with an Affiliate or Related Party of Ferrellgas Partners, L.P. or the Board General Partner (other than (x) transactions currently existing and listed on Schedule II to this Amendment and (y) transactions among the Partnership and its subsidiaries), unless (i) the terms of Directors any such transaction, taken as a whole, are not less favorable to the Partnership and its subsidiary, as the case may be, than those that might be obtained at the time from a person who is not an Affiliate or Related Party, and (ii) the aggregate payments or value of all such transactions is less than $10,000,000. With respect to any transaction involving aggregate payments or value equal to or greater than $10,000,000, the CompanyPartnership shall have obtained and delivered to the Senior Holders an opinion from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Partnership and its subsidiary from a financial point of view or stating that such transaction meets the requirements set forth in the preceding clause (i); (ix) take none of Ferrellgas Partners, L.P., the Partnership and any action that would adversely affect of their respective subsidiaries shall redeem or harm the rights or interest repurchase any equity interests of the Series A Partnership or such subsidiaries having preferences, rights, or privileges ranking junior to the Senior Preferred Units or Series B PreferredPIK Units; orprovided, however, (i) the Partnership may make distributions to the holders of the Common Units as provided in Section 6 and (ii) for the avoidance of doubt, nothing in this Amendment shall prohibit Ferrellgas Partners, L.P. from making distributions to holders of its partnership interests; (x) neither the Partnership nor any of its subsidiaries shall authorize or make any distributions except as expressly permitted in this Amendment; (xi) none of Ferrellgas Partners, L.P., the Partnership, and any of their respective subsidiaries may incur any Indebtedness, except (i) Indebtedness incurred and outstanding at any time under the Revolving Credit Agreement (in an amount up to the aggregate commitments under such Revolving Credit Agreement on the Effective Date) or High Yield Notes (in an amount up to the aggregate initial principal amount of such High Yield Notes on the Effective Date), (ii) additional Indebtedness that does not exceed $75,000,000 in the aggregate, and (iii) the incurrence of Indebtedness in connection with customary refinancing of the obligations under the Revolving Credit Agreement (in an amount up to the aggregate commitments under such Revolving Credit Agreement on the Effective Date) and the High Yield Notes (in an amount up to the aggregate initial principal ​ ​ ​ amount of such High Yield Notes on the Effective Date) plus customary interest, premium and financing expenses (with any increase in the applicable interest, premium or expenses counting towards the $75,000,000 basket set forth in the preceding clause (ii)); (xii) none of Ferrellgas Partners, L.P., the Partnership, and any of their respective subsidiaries shall directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property, right or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of the Partnership or any of its subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, except Permitted Liens; (xiii) neither Ferrellgas Partners, L.P. nor the Partnership shall make any tax election or intentionally take any other action that (i) would cause the Partnership (or any of its subsidiaries other than those currently taxable as a corporation) to be classified as an association taxable as a corporation for federal income tax purposes or (ii) is, or is reasonably expected to be, disproportionately adverse to the Senior Holders; (xiv) none of Ferrellgas Partners, L.P., the Partnership and any of their respective subsidiaries shall (i) consummate any fundamental change in the nature of their respective businesses or (ii) engage in any material line of business substantially different from those lines of business conducted by voluntary actionFerrellgas Partners, L.P. and/or the Partnership as of the Effective Date or any reasonably foreseeable expansion thereof, and Ferrellgas Partners, L.P. shall not undertake any business operations except through the Partnership and its subsidiaries; and (xv) the Partnership shall maintain at all times at least $100,000,000 of liquidity, consisting of unrestricted cash on hand and available capacity that can be drawn under the Revolving Credit Agreement or any replacement thereof (the “Liquidity Covenant”), provided that, the failure to satisfy this clause (xv) shall be treated as a single breach during the duration of each such failure. (b) For so long as any Senior Preferred Units or PIK Units remain outstanding, Ferrellgas Partners, L.P or the Partnership shall deliver to the Senior Holders (i) audited annual financial statements within one-hundred twenty (120) days after the end of each Fiscal Year, unaudited quarterly financial statements within sixty (60) days after the end of each fiscal quarter and unaudited monthly financial statements within thirty (30) days after the end of each calendar month, (ii) to the extent otherwise prepared by the General Partner, Ferrellgas Partners, L.P. or the Partnership, (A) seek to avoid or evade the observanceall information provided to, or performance required to be provided to, the Revolving Credit Agreement Agent or the lenders under the Revolving Credit Agreement, for so long as the Revolving Credit Agreement is in effect, or the trustee or holders of the High Yield Notes under the 2021 Indentures, for so long as either 2021 Indenture is in effect, or, in each case, if directly or ​ ​ ​ indirectly refinanced or replaced, in whole or in part, all information required to be provided under any future credit agreement, indenture or other debt instrument and (B) monthly-financial reports or quarterly financial reports, capital expenditure reports, budgets and projections and all other materials provided on a monthly or quarterly basis to the Board, in each case, concurrently with such delivery (or in accordance with any requirement to deliver) to such lender, agent, or Board as applicable, and (iii) Ferrellgas Partners, L.P. shall provide each Senior Holder with reasonable and customary access and inspection rights. The Partnership agrees that any action approved by a committee of the Board (other than the audit committee with respect to matters delegated to such committee by the Audit Committee Charter of the General Partner as in effect on the date of this Amendment) will be separately considered by the Board. Ferrellgas Partners, L.P. and Partnership may satisfy the reporting obligation in clause (i) by filing of Ferrellgas Partners, L.P.’s annual and quarterly reports with the Securities and Exchange Commission. The provision of any protective provision confidential information pursuant to this paragraph shall be contingent on the receipt of the Partnership from the Senior Holders of customary confidentiality non-disclosure agreements. (c) None of Ferrellgas Partners, L.P., the Partnership nor any of their respective subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Senior Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Partnership Agreement or this Amendment unless such consideration is offered to be paid and is paid to all Senior Holders that consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment. Additionally, none of Ferrellgas Partners, L.P., the Partnership nor any of their respective subsidiaries or Affiliates (other than ▇▇▇▇▇▇▇ Buyers) may, directly or indirectly, acquire any Senior Preferred Units or PIK Units or any interest thereunder, except as expressly set forth in Section 5 above. (d) During any Protective Step-Up Period, the Distribution Rate shall be adjusted as described in the definition of Distribution Rate above, in addition to any other remedies the Senior Holders are entitled to at equity or at law and pursuant to Section 16 of this Amendment and, further, the Partnership acknowledges and agrees that such adjustment to the Distribution Rate shall in no way be deemed a waiver of (or be deemed to validate) any breach of the foregoing. The Partnership shall provide notice to the Senior Holders promptly, and in any event within one (1) Business Day of any violation or breach of this Amendment, provided that the failure to deliver such notice shall not affect the rights of the Senior Holders under this Amendment. (e) Neither a 2021 Indenture nor the Revolving Credit Agreement shall be amended, modified or refinanced, if such amendment, modification or refinancing would be adverse to the Senior Holders with respect to payment of the Tax Distributions or any Senior Preferred Additional Amounts. Notwithstanding anything to the contrary in this Amendment, this Section 5 10(e) shall not be amended or other term waived without the prior written consent of the Senior Holders, provided, that only the prior written consent of the Ares Holders shall be required for amendments or provision hereof, or waivers of this Section 10(e) with respect to payment of Additional Amounts. ​ ​ (Bf) impair any right, power or privilege Each Senior Holder shall respond to the Partnership within thirty (30) days of receipt of any holder written request from the Partnership requesting a waiver of Series A Preferred any of the provisions of this Section 10. Any such waiver request shall include (i) the form of waiver being requested and (ii) reasonable detail on why such waiver is being requested. Any Senior Holder may grant or Series B Preferreddeny such waiver in its sole discretion.

Protective Provisions. So The Partnership and the General Partner hereby covenant and agree that, for as long as any shares of Series A Preferred or Series B Preferred remain Units are outstanding, neither the Partnership nor the General Partner shall, and the Partnership and the General Partner shall cause their respective Subsidiaries not to, undertake or permit any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):Units then outstanding: (i1) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) case of the Company Partnership, authorize or public offering issue, or increase the authorized or issued amount of, (A) equity securities ranking, as to distributions and upon liquidation, on a parity with or senior to the Preferred Units or (B) Common Units or other equity securities ranking, as to distributions and upon liquidation, junior to the Preferred Units, to the extent that such Common Units or other junior equity securities contain any rights that restrict in any way management of the securities Partnership, the General Partner or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the Companyholders thereof; and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, authorize or issue additional (A) shares of preferred stock or preferred equity securities or (B) shares of common stock or common equity securities or other equity securities ranking, as to distributions and upon liquidation, junior to shares of such entity's preferred stock or preferred equity securities, to the extent that such shares of common stock, common equity securities or other junior equity securities contain any rights that restrict in any way management of the General Partner, the Partnership or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the holders thereof; (ii) amend, alter, repeal or waive any of the provisions of (1) this Amendment or the Purchase Agreement or (2) the certificate of limited partnership of the Partnership, the Partnership Agreement, the Articles of Incorporation or bylaws of the General Partner or the organizational documents of any of their respective Subsidiaries, in the case of clause (2) only, to the extent that such amendment would reasonably be expected to adversely affect the Preferred Units or the rights of the holders thereof; (iii) redeem, purchase or otherwise acquire for any consideration (or pay into or set aside for a sinking fund for such purpose1) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by in the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser case of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rightsPartnership, preferences or privileges equity securities of the shares of Series A Preferred or Series B Preferred so Partnership that rank, as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferreddistributions and upon liquidation, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred Units, including Common Units, and Series B Preferred with respect to (2) in the distribution of assets on the liquidation, dissolution or winding up case of the CompanyGeneral Partner, any Subsidiary of the payment General Partner or any Subsidiary of dividends and rights of redemption; or reclassify, or obligate itself to reclassifythe Partnership, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom capital stock or similar vehicleequity securities; provided, that the foregoing shall not prohibit the following: (A) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect redemptions pursuant to dividends, liquidation, redemption or otherwise, other than the issuance Share Redemption Program; and (B) redemptions of any authorized but unissued shares Common Units in exchange for which the General Partner issues REIT Shares to the holders of Series A Preferred or Series B Preferred designated in such Common Units as the applicable Certificate sole consideration therefor pursuant to the terms of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)the Partnership Agreement; (iv) declare or pay any dividend or make any other distribution on shares engage in a Change of capital stock of the Company other than dividends on the Series A Preferred or Series B PreferredControl; (v) declare commence or file for bankruptcy suffer to exist an Event of Bankruptcy as to the Partnership, the General Partner or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysof their respective Subsidiaries; (vi) materially change pay any special distributions (which, for purposes hereof, shall mean any distribution other than a distribution made on a regular monthly basis consistent with past practice) on (1) in the nature case of the Company’s business;Partnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity's shares of preferred stock or preferred equity securities; provided, that the foregoing shall not prohibit (A) special distributions that are necessary to preserve the General Partner's status as a REIT under the Code; and (B) distributions to the General Partner's stockholders paid in shares of the General Partner's common stock; or (vii) engage in a recapitalization, reorganization, merger, unit or stock split, statutory unit or stock exchange, sale of all or substantially all of such entity's assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, or other similar transaction. Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to take, any action in furtherance of any of the foregoing actions without obtaining the required consent therefor, as specified in this Section 7(a). Notwithstanding any provision in this Section 7(a) to the contrary, the Partnership shall be able to enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than tax protection agreements in the ordinary course of its business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferred.

Protective Provisions. So long as 3.2.1 At any shares of Series A time when any Convertible Preferred or Series B Preferred Shares remain outstanding, written consent of a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company shall not, either directly or to permit any of its subsidiaries to indirectly (including through a subsidiary) by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Articles (or any certificate of designation relating to any series of the Preferred Shares)) the prior written consent of the holders of at least two-thirds of the then outstanding Convertible Preferred Shares (and for the avoidance of doubt, any of the actions prohibited by or taken in contravention of this Section 3.2.1 shall be ultra ▇▇▇▇▇, null and void ab initio and of no force or effect) (provided, that this Section 3.2.1 shall not prohibit the Company from effecting a transaction solely to change the domicile of the holding company of the Company and its subsidiaries to the state of Delaware so long as (x) the Convertible Preferred Shares, the Ordinary Shares and any other classes or series of shares of the Company outstanding immediately prior to such transaction are exchanged for preferred stock in such holding company having powers, rights, preferences, privileges and restrictions substantially identical to those of the Convertible Preferred Shares, Ordinary Shares or such other classes or series, as the case may be, immediately prior to such transaction, (y) there is no other class or series of shares or other equity securities in such holding company outstanding immediately following such transaction and (z) and such holding company is a Delaware corporation): (ia) consummate amend, alter or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) repeal any provision of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire Articles (or pay into or set aside for a sinking fund for such purpose) any share or shares certificate of designation relating to any series of Preferred Stock or Common StockShares), except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employeesthen in effect, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at in a price equal manner adverse to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the powers, rights, preferences preferences, restrictions or privileges of the shares of Series A Convertible Preferred Shares; (b) (i) issue Convertible Preferred Shares (or Series B any securities convertible into or exercisable or exchangeable for Convertible Preferred so as to affect adversely or harm Shares) after the interests of the shares of Series A Original Issue Date, (ii) without limiting clause (v) below, issue any Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease Shares (other than by redemption or conversionConvertible Preferred Shares) unless the total Articles are first amended to amend Article 8.1 thereof in a manner reasonably acceptable to holders of at least 2/3 of the then-outstanding Convertible Preferred Shares; (iii) increase the authorized number of authorized Convertible Preferred Shares; (iv) reclassify any Ordinary Shares or Preferred Shares to give those shares a preference or priority as to dividends or assets or property superior to any existing series of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemptionShares; or reclassify(v) create or authorize the creation of, increase the authorized amount of, or obligate itself to reclassify, allot or issue (A) any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issuethat have, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable or exchangeable for such any class or series of shares of Series A Preferred where the underlying shares have, rights, preferences or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual propertyprivileges that are senior to, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observancesuperior to, or performance on parity, in any respect, with the Convertible Preferred Shares (provided, however that, for the avoidance of any protective provision set forth doubt, Ordinary Shares or securities that are convertible or exchangeable into Ordinary Shares shall not be deemed on parity with the Convertible Preferred Shares solely because the Convertible Preferred Shares vote with or participate in this Section 5 or other term or provision hereof, dividends and distributions with the Ordinary Shares on an as-converted basis) or (B) impair any rightclass or series of shares that provide for, power or privilege any security convertible into or exercisable or exchangeable for any class or series of any holder shares where the underlying shares provide for, mandatory redemption or repurchase of Series A Preferred or Series B Preferred.such shares by the Company (excluding, for the avoidance of doubt, conversion of such shares into Ordinary Shares deemed to be a repurchase of such converted shares); or

Protective Provisions. So long as any shares of Series A Preferred this Note is outstanding the Maker shall not, without first obtaining the approval (by vote or Series B Preferred remain outstandingwritten consent), written consent of a majority as provided by the Delaware General Corporation Law of the holders of Series A Preferred and Series B Preferred shall be required to authorize at least fifty percent (50%) of the Company then outstanding Notes of this kind: (a) alter, amend or to permit any of its subsidiaries to repeal (whether by amendment, merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares Series D Preferred Stock, or any capital stock of Series A Preferred or Series B Preferred the Maker so as to affect adversely the Series D Preferred Stock or harm this Note; (b) alter, amend or repeal, the interests Articles of Incorporation or By-laws, in a manner that would adversely affect the voting power of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of D Preferred Stock unless or any other rights or privileges of the same ranks junior to holders of the Series A D Preferred and Stock or this Note; (c) create any new class or series of capital stock having a preference over the Series B D Preferred with respect Stock as to the distribution of assets on the upon liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, Maker (“Senior Securities”); (d) create any new class or series of shares into securities having preference or being on a parity capital stock ranking pari passu with the Series A D Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself Stock as to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, distribution of assets upon liquidation, redemption dissolution or otherwise, other than winding up of the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation Maker (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred“Pari Passu Securities”); (ive) issue any Senior Securities or Pari Passu Securities; (f) issue or sell any shares of Common Stock or securities convertible into Common stock for no consideration or for a consideration per share less than the then in effect Conversion Ratio, except that, no adjustment to the Conversion Ratio will be made in the case of an Exempt Issuance; (g) increase the par value of the Common Stock; (h) directly or indirectly pay or declare or pay any dividend or dividend, make any other distribution on upon, redeem or repurchase any shares of capital stock (except a dividend on, or distribution upon, the Series D Preferred Stock or pursuant to a stock option or award under a plan approved by the Board of Directors); (ii) agree to any provision in any agreement that would impose any restriction on our ability to honor the exercise of any rights of the Company other than dividends on holders of the Series A D Preferred Stock or Series B Preferred;this Note; or (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (viii) enter into any sale transaction, including, without limitation, any purchase, sale, lease or license (exchange of property, the rendering of any service or the payment of any management, advisory or similar arrangement) fees, with any third party of any material intellectual propertyits affiliates, any material product or any material technology of the Company, other than unless such transaction is (i) in the ordinary course of business; , and (viiiii) change upon fair and reasonable terms no less favorable to the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that Maker than it would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth obtain in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferreda comparable arm’s length transaction with a person which is not an affiliate.

Protective Provisions. So long In addition to such other limitations as any shares of Series A Preferred or Series B Preferred remain outstandingmay be provided in the Memorandum and Articles and the BVI Business Companies ▇▇▇ ▇▇▇▇, written consent of a majority of the Company shall not, and shall cause the other Group Companies to not, and the holders of Series A Preferred and Series B Preferred Ordinary Shares shall be required exercise all of their rights with respect to authorize such Ordinary Shares so as to cause the Company Group Companies to not, effect or to permit otherwise consummate any of its subsidiaries to the following acts without first obtaining, (by amendment, merger, consolidation or otherwise): 1) the prior written approval of (i) consummate the holder(s) of at least 75% of the outstanding Series A Shares and Series A1 Shares (in aggregate and on an as-converted basis), and (ii) the holder(s) of at least 50% of the outstanding Series B Shares (on an as converted basis); provided that such requirement shall terminate upon a Qualified Public Offering: i. any amendment or agree change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Preferred Shares of the Company; ii. any action to consummate authorize, create or issue shares of any class or series of the Company having preferences superior to or on a Liquidation Event parity with the Preferred Shares in any aspects including without limitation, dividend rights, redemption rights and/or liquidation rights; iii. any new issuance of any equity securities of the Company, including any change in the total number of authorized Series B Shares, but excluding (i) any issuance of the Series B Shares authorized under the Purchase Agreement, (ii) any issuance of Ordinary Shares upon conversion of the Preferred Shares, and (iii) the issuance of 66,580 Ordinary Shares reserved for issuance upon the exercise of the option currently held by Winsome Group Limited on behalf of Ma ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Ho, Ma Wen Lie, ▇▇▇▇ Lo Yin and other officers, employees and advisors of the Company, and (iv) the issuance of up to 151,430 Ordinary Shares (and/or options or warrants therefor) reserved for issuance pursuant to the employee equity incentive plans approved by the Compensation Committee (as defined in the Certificate of Designation) Articles); iv. any action of the Company to reclassify any outstanding shares into shares having preferences or public offering priority as to dividends or assets senior to or on a parity with the preference of the securities Preferred Shares; v. any increase or decrease of the authorized number of Ordinary Shares or Preferred Shares of the Company; vi. any amendment of the Memorandum and Articles of Association or other charter documents of the Company (iiincluding any Major Subsidiary); vii. any merger or consolidation of the Company (including any Subsidiary) redeemwith or into any other business entity in which the shareholders of the Company (including any Subsidiary) immediately after such merger or consolidation held shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity; viii. any transaction or series of transactions that would result in a change of control of the Company (including any Subsidiary); ix. the sale, purchase lease, transfer or otherwise acquire other disposition of all or substantially all of the assets of the Company (or pay into or set aside for a sinking fund for such purpose) including any share or shares of Preferred Stock or Common StockSubsidiary), except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for intra-group transactions among the Company and any Subsidiaries; x. any licensing or one other transfer of the patents, copyrights, trademarks or more other intellectual property of the Company (including any Subsidiary) other than in the ordinary course of its subsidiaries pursuant to agreements approved by the Board of Directors under which business, except for intra-group transactions among the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valueand any Subsidiaries; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or xi. any increase or decrease (other than by redemption or conversion) of the total authorized number of authorized shares the Board (including any committees of Preferred Stock unless the same ranks junior to Board) of the Series A Preferred and Series B Preferred with respect to the distribution of assets on the Company; xii. effect a liquidation, dissolution or winding up of the Company, Company (including any Subsidiary) xiii. the declaration or payment of dividends a dividend or other distribution on Ordinary Shares or Preferred Shares of the Company; xiv. any increase of the number of Ordinary Shares of the Company reserved under any employee equity incentive plan; xv. any increase in compensation of any employee of the Company (including any Subsidiary) with an annual salary of US$50,000 or more by more than 20% in a twelve (12) month period; xvi. the extension by the Company of any loan or guarantee for indebtedness to any director, officer, employee or affiliate of the Company (Including any Subsidiary), except for intra-group transactions among the Company and rights any Subsidiaries; xvii. any incurrence of redemption; or reclassifyindebtedness in excess of US$1,000,000 in the aggregate to the Company (Including any Subsidiary), or obligate itself to reclassifycreation of any encumbrance whatsoever upon the assets, patents, copyrights, trademarks or other intellectual property of the Company (including any class Subsidiary); xviii. any purchase by the Company (including any Subsidiary) of real property with a value of US$1,000,000 or more, or any purchase of production facilities with a value of US$500,000 or more, individually or in the aggregate; xix. any transaction or series of shares into securities having preference transactions that are not in the ordinary course of the Company’s business where the value involved exceeds US$1,000,000, individually or being on a parity with in the Series A Preferred or Series B Preferred in aggregate, during any respect; or authorize or issue, or obligate itself to issue, twelve (12) month period; xx. approval of the annual consolidated budget of the Company; xxi. the appointment and removal of any equity security key officer of the Company (including any other security convertible into or exercisable for Major Subsidiary), including the Chief Executive Officer and the Chief Financial Officer; xxii. the appointment and/or reappointment of auditors of the Company; or xxiii. any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than transaction involving both the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation Company (including any security convertible into Subsidiary) and a shareholder of any Group Company or exercisable any of the Company’s employees, officers, directors or shareholders or any affiliate of a shareholder of any Group Company or any of such affiliate’s officers, directors or shareholders, except for such shares of Series A Preferred or Series B Preferredintra-group transactions among the Company and any Subsidiaries and employment contracts between a Group Company and its employees that are not otherwise subject to this paragraph 7.3(h);, and (iv2) declare the prior written approval of the holder(s) as at the date hereof (taking no account of any share issuances after the date hereof) of at least 96% of the aggregate of Ordinary Shares and preferred Shares (on an as-converted basis), provided that such requirement shall terminate upon a Qualified IPO, any repurchase or pay redemption of any dividend or make any other distribution on shares of capital stock equity securities of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek pursuant to avoid contractual rights to repurchase Ordinary Shares from the employees, directors or evade consultants of the observance, Company upon termination of their employment or performance of any protective provision set forth in this Section 5 or other term or provision hereof, services or (B) impair pursuant to a contractual right of first refusal held by the Company. Provided, however that, to the extent that the applicable laws prevent the Company from being bound by any rightof the above provisions, power or privilege such provisions shall be binding as amongst the holders of any holder Ordinary Shares and holders of Series A Preferred or Series B PreferredShares and such parties shall take all actions necessary to give effect to such provisions.

Protective Provisions. So The Partnership and the General Partner hereby covenant and agree that, for as long as any shares of Series A Preferred or Series B Preferred remain Units are outstanding, neither the Partnership nor the General Partner shall, and the Partnership and the General Partner shall cause their respective Subsidiaries not to, undertake or permit any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):Units then outstanding: (i1) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) case of the Company Partnership, authorize or public offering issue, or increase the authorized or issued amount of, (A) equity securities ranking, as to distributions and upon liquidation, on a parity with or senior to the Preferred Units or (B) Common Units or other equity securities ranking, as to distributions and upon liquidation, junior to the Preferred Units, to the extent that such Common Units or other junior equity securities contain any rights that restrict in any way management of the securities Partnership, the General Partner or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the Companyholders thereof; and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, authorize or issue additional (A) shares of preferred stock or preferred equity securities or (B) shares of common stock or common equity securities or other equity securities ranking, as to distributions and upon liquidation, junior to shares of such entity’s preferred stock or preferred equity securities, to the extent that such shares of common stock, common equity securities or other junior equity securities contain any rights that restrict in any way management of the General Partner, the Partnership or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the holders thereof; (ii) amend, alter, repeal or waive any of the provisions of (1) this Designation of Rights, the Purchase Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby or (2) the certificate of limited partnership of the Partnership, the Partnership Agreement, the Articles of Incorporation or bylaws of the General Partner or the organizational documents of any of their respective Subsidiaries, in the case of clause (2) only, to the extent that such amendment would reasonably be expected to adversely affect the Preferred Units or, in the event that any Preferred Units have been exchanged for Series A Preferred Shares pursuant to Section 10, the Series A Preferred Shares or the respective rights of the holders thereof; (iii) incur, renew, refinance, modify or otherwise discharge any Indebtedness of the Partnership, the General Partner or any of their respective Subsidiaries, or extend credit, make a loan or become a guarantor or surety for debt of another party, to the extent that any such action would cause a breach, violation of or failure to meet one or more of the Financial Covenants; (iv) redeem, purchase or otherwise acquire for any consideration (or pay into or set aside for a sinking fund for such purpose1) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by in the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser case of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rightsPartnership, preferences or privileges equity securities of the shares of Series A Preferred or Series B Preferred so Partnership that rank, as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferreddistributions and upon liquidation, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred Units, including Common Units, and Series B Preferred with respect to (2) in the distribution of assets on the liquidation, dissolution or winding up case of the CompanyGeneral Partner, any Subsidiary of the payment General Partner or any Subsidiary of dividends and rights of redemption; or reclassify, or obligate itself to reclassifythe Partnership, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom capital stock or similar vehicleequity securities; provided, that the foregoing shall not prohibit the following: (A) having redemptions pursuant to the Share Redemption Program so long as a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect Cash Flow Sweep Event is not in effect; (B) redemptions of Common Units in exchange for which the General Partner issues REIT Shares to dividends, liquidation, redemption or otherwise, other than the issuance holders of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in such Common Units as the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock sole consideration therefor pursuant to the terms of the Company other than dividends on Partnership Agreement; and (C) redemptions of Common Units for cash pursuant to the Series A Preferred or Series B Preferredterms of the Contribution Agreements in an aggregate amount not to exceed $5.0 million; (v) declare hold assets or file for bankruptcy engage in any business outside the Partnership, the General Partner or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daystheir respective Subsidiaries; (vi) materially change the nature engage in any transaction with an Affiliate of the Company’s business; (vii) enter into any sale Partnership, the General Partner or license (their respective Subsidiaries or similar arrangement) amend an agreement with any third party of such Affiliate to the extent that such transaction or amendment would reasonably be expected to adversely affect the Preferred Units or, in the event that any material intellectual propertyPreferred Units have been exchanged for Series A Preferred Shares pursuant to Section 10, any material product the Series A Preferred Shares or any material technology the rights of the Companyrespective holders thereof; provided, other than that the foregoing shall not prohibit the following: (1) transactions described in the ordinary course Advisory Agreement or in one or more of business; the Property Management Agreements with the Property Manager; (viii2) change the authorized number directors or composition annual approval of the Advisory Agreement by the independent members of the Board of Directors of the CompanyGeneral Partner, as required by the Advisory Agreement; and (3) transactions contemplated as of the Date of Issuance to be entered into by the Partnership and the General Partner in connection with the DST Program or other Affiliated contributions or exchanges; (vii) engage in a Change of Control; (viii) commence or suffer to exist an Event of Bankruptcy as to the Partnership, the General Partner or any of their respective Subsidiaries; (ix) take pay any action that would adversely affect or harm special distributions (which, for purposes hereof, shall mean any distribution other than a distribution made on a regular monthly basis consistent with past practice) on (1) in the rights or interest case of the Series A Partnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units and (2) in the case of the General Partner, any Subsidiary of the General Partner or Series B Preferredany Subsidiary of the Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity’s shares of preferred stock or preferred equity securities; provided, that the foregoing shall not prohibit special distributions that are (x) made pursuant to and in accordance with Section 7(a) or 7(b) or (y) necessary to preserve the General Partner’s status as a REIT under the Code; or (x) directly engage in a recapitalization, reorganization, merger, unit or indirectlystock split, by voluntary actionstatutory unit or stock exchange, sale of all or substantially all of such entity’s assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, Extraordinary Transaction (Aas defined in the Partnership Agreement) seek or other similar transaction. Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to avoid or evade the observancetake, or performance any action in furtherance of any protective provision set forth of the foregoing actions without obtaining the required consent therefor, as specified in this Section 5 or other term or 7(d). Notwithstanding any provision hereofin this Section 7(d) to the contrary, or (B) impair the Partnership shall be able to enter into tax protection agreements in the ordinary course of its business. In the event that any right, power or privilege of any holder of Preferred Units have been exchanged for Series A Preferred Shares pursuant to Section 10, then the General Partner, as the holder of such exchanged Preferred Units, shall provide or withhold its consent pursuant to this Section 7(d) in accordance with the determination of (and in the same proportion as) the holders of such Series B PreferredA Preferred Shares pursuant to the terms of the Articles Supplementary.

Protective Provisions. So long In addition to such other limitations as any shares of Series A Preferred or Series B Preferred remain outstandingmay be provided in the Memorandum and Articles and the BVI Business Companies ▇▇▇ ▇▇▇▇, written consent of a majority of the Company shall not, and shall cause the other Group Companies to not, and the holders of Series A Preferred and Series B Preferred Ordinary Shares shall be required exercise all of their rights with respect to authorize such Ordinary Shares so as to cause the Company Group Companies to not, effect or to permit otherwise consummate any of its subsidiaries to (by amendment, merger, consolidation or otherwise):the following acts without first obtaining. 7.1 the prior written approval of (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designationholders(s) of the Company or public offering at least 75% of the securities outstanding Series A Shares and Series A1 Shares (in aggregate and on an as-converted basis), and (ii) the holder(s) of at least 50% of the outstanding Series B Shares (on an as converted basis); provided that such requirement shall terminate upon a Qualified Public Offering: (a) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Preferred Shares of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purposeb) any share action to authorize, create or issue shares of Preferred Stock any class or Common Stock, except (A) as unanimously approved by the Board series of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company having preferences superior to or one or more of its subsidiaries pursuant to agreements approved by on a parity with the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valuePreferred Shares in any aspects including without limitation, dividend rights, redemption rights and/or liquidation tights; (iiic) amend any new issuance of any equity securities of the Company’s Certificate of Incorporation or Bylaws; or alter or , including any change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) in the total number of authorized shares Series B Shares, but excluding (i) any issuance of Preferred Stock unless the same ranks junior to the Series A B Shares authorized under the Purchase Agreement (ii) any issuance of Ordinary Shares upon conversion of the Preferred Shares, (iii) the issuance of 66,580 Ordinary Shares upon the exercise of the option currently held by Winsome Group Limited on behalf of Ma ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Ho, Ma Wen Lie, ▇▇▇▇ Lo Yin, Li Jin and Series B other officers, employees and advisors of the Company, and (iv) the issuance of up to 151,430 Ordinary Shares (or options or warrants therefor) pursuant to employee equity incentive plans approved by the Compensation Committee; (d) any action of the Company 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 Preferred Shares; (e) any increase or decrease of the authorized number of Ordinary Shares or Preferred Shares of the Company; (f) any amendment of the Memorandum and Articles of Association or other charter documents of the Company (including any Major Subsidiary); (g) any merger or consolidation of the Company (including any Subsidiary) with respect to or into any other business entity in which the distribution shareholders of the Company (including any Subsidiary) immediately after such merger or consolidation held shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity; (h) any transaction or series of transactions that would result in a change of control of the Company (including any Subsidiary); (i) the sale, lease, transfer or other disposition of all or substantially all of the assets on of the Company (including any Subsidiary), except for intra-group transactions among the Company and any Subsidiaries; (j) any licensing or other transfer of the patents, copyrights, trademarks or other intellectual property of the Company (including any Subsidiary) other than in the ordinary course of its business, except for intra-group transactions among the Company and any Subsidiaries; (k) any increase or decrease of the authorized number of the Board (including any committees of the Board) of the Company; (l) effect a liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security Company (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B PreferredSubsidiary); (ivm) declare the declaration or pay any payment of a dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Ordinary Shares or Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors Shares of the Company; (ixn) take any action that would adversely affect or harm the rights or interest increase of the Series A Preferred number of Ordinary Shares of the Company reserved under any employee equity incentive plan; (o) any increase in compensation of any employee of the Company (including any Subsidiary) with an annual salary of US$50,000 or Series B Preferredmore by more than 20% in a twelve (12) month period; (p) the extension by the Company of any loan or guarantee for indebtedness to any director officer, employee or affiliate of the Company (including any Subsidiary), except for intra-group transactions among the Company and any Subsidiaries; (q) any incurrence of indebtedness in excess of US$1,000,000 in the aggregate to the Company (including any Subsidiary), or creation of any encumbrance whatsoever upon the assets, patents, copyrights, trademarks or other intellectual property of the Company (including any Subsidiary); (r) any purchase by the Company (including any Subsidiary) of real property with a value of US$1,000,000 or more, or any purchase of production facilities with a value of US$500,000 or more, individually or in the aggregate; (s) any transaction or series of transactions that are not in the ordinary course of the Company’s business where the value involved exceeds US$1,000,000, individually or in the aggregate, during any twelve (12) month period; (t) approval of the annual consolidated budget of the Company; (u) the appointment and removal of any key officer of the Company (including any Major Subsidiary), including the Chief Executive Officer and the Chief Financial Officer; (v) the appointment and/or reappointment of auditors of the Company; or (xw) directly any transaction involving both the Company (including any Subsidiary) and a shareholder of any Group Company or indirectlyany of the Company’s employees, by voluntary actionofficers, directors or shareholders or any affiliate of a shareholder of any Group Company or any of such affiliate’s officers, directors or shareholders, except for intra-group transactions among the Company and any Subsidiaries and employment contracts between a Group Company and its employees that are not otherwise subject to this Section 7, and 7.2 the prior written approval of the holder(s) as at the date hereof (taking no account of any share issuances after the date, hereof) of at least 96% of the aggregate of Ordinary Shares and Preferred Shares (on an as-converted basis), provided that such requirement shall terminate upon a Qualified IPO, any repurchase or redemption of any equity securities of the Company other than (A) seek pursuant to avoid contractual rights to repurchase Ordinary Shares from the employees, directors or evade consultants of the observance, Company upon termination of their employment or performance of any protective provision set forth in this Section 5 or other term or provision hereof, services or (B) impair pursuant to a contractual right of first refusal held by the Company. Provided, however that, to the extent that the applicable laws prevent the Company from being bound by any rightof the above provisions, power or privilege of any holder of Series A Preferred or Series B Preferredsuch provisions shall be binding as amongst the parties hereto (other than the Company) and such parties shall take all actions necessary to give effect to such provisions.

Protective Provisions. So long as At any time when shares of Series A Preferred Stock are outstanding (provided, that, if a Mandatory Redemption Notice has been given, and any shares of Series A Preferred or Series B Preferred Stock thereafter remain outstanding, written consent of or on and after a majority of the holders Redemption Failure, all shares of Series A Preferred Stock which have been redeemed, if any, shall for purposes of determining whether either of the conditions set forth in this sentence are met, be deemed outstanding) and convertible into shares of Common Stock equal to at least ten percent (10.0%) of the voting power of the Corporation’s Common Stock (on a fully diluted basis), or at any time when the Requisite Investors collectively hold at least thirty-three percent (33.0%) of the aggregate amount of Series B A Preferred Stock issued to the Requisite Investors on the Original Issuance Date, the Corporation shall be required to authorize the Company or to not, and shall not permit any of its subsidiaries to (to, and neither the Corporation nor any subsidiary shall enter into any agreement to, either directly or indirectly, by amendment, merger, consolidation or otherwise): , do any of the following without (i) consummate in addition to any other vote required by law or agree to consummate a Liquidation Event (as defined in the this Certificate of DesignationIncorporation) the written consent or affirmative vote of the Company or public offering holders of at least a majority of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the outstanding shares of Series A Preferred Stock given in writing or Series B Preferred so by vote at a meeting, consenting or voting (as to affect adversely the case may be) separately as a class, and any such act or harm transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect: i. liquidate, dissolve or wind-up the interests business and affairs of the Corporation or any operating subsidiary, effect any merger, consolidation or Deemed Liquidation Event of the Corporation or any operating subsidiary of the Corporation or consummate or agree to make any sale, transfer, assignment, pledge, lease, license, acquisition (other than the acquisition of a Person, business or interest therein, whether by acquisition of assets or securities, merger, consolidation, joint venture, business combination or otherwise, that has positive consolidated earnings, before interest, taxes, depreciation and amortization (each of the foregoing calculated in accordance with U.S. generally accepted accounting principles consistently applied) for the twelve calendar month period ending with the last full calendar month immediately preceding the calculation thereof, and in which shares of Common Stock, Options or Convertible Securities issued to such third party (or its equity holders) as acquisition consideration, if any, represent less than ten percent (10.0%) of the Corporation’s then outstanding Common Stock (on a fully diluted basis)), or similar transaction by which the Corporation or any subsidiary of the Corporation grants on an exclusive basis any rights to any of the Corporation’s or any of a Corporation’s subsidiary’s intellectual property, or consent to any of the foregoing, except for a Deemed Liquidation Event in which the holders of Series A Preferred Stock shall indefeasibly receive for each of their shares of Series A Preferred Stock upon the consummation thereof, an amount in cash not less than the Redemption Price (provided, however, that in no event, irrespective of whether consent is given under this subsection i, shall the Corporation be relieved of, nor shall the holders of Series A Preferred Stock be deemed to have waived, the Corporation’s obligation to redeem all outstanding shares of Series A Preferred Stock and pay the Redemption Price in accordance with Section A.3.c); ii. amend, alter or repeal any provision of this Certificate of Incorporation or Bylaws in a manner that adversely affects the powers, preferences or rights of the Series B PreferredA Preferred Stock, by mergerit being understood that the authorization, consolidationissuance, recapitalization conversion, reclassification, exchange or amendment of a new or existing class or series of capital stock that is, or that is convertible into, capital stock that is pari passu or senior to the powers, privileges, preferences, rights or otherwise; or increase or decrease (other than by redemption or conversion) , of the total number of authorized shares of Series A Preferred Stock shall be deemed to adversely affect the powers, preferences or rights of the Series A Preferred Stock; (a) (i) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock of the Corporation unless the same (x) ranks junior to the Series A Preferred and Series B Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the CompanyCorporation or upon a Deemed Liquidation Event, the payment of dividends and rights of redemption; or reclassifyredemption and (y) is issued at fair market value as reasonably and in good faith determined by the Board, or obligate itself to reclassify, any class or series (ii) increase the authorized number of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred Stock (except as provided in Section A.5.c.i) or increase the authorized number of shares of any additional class or series of capital stock of the Corporation, unless the same ranks junior to the Series B A Preferred designated Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation or upon a Deemed Liquidation Event, the payment of dividends and rights of redemption or (b) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock of any subsidiary of the Corporation; iv. [intentionally omitted]; v. purchase or redeem (or permit any subsidiary to purchase or redeem) or pay, declare or set aside any fund for, any dividend or distribution on, any Junior Stock, other than purchases of Equity Securities upon the termination of an employee of the Corporation or any of its subsidiaries in accordance with the applicable Certificate terms of Designation (including such employee’s employment agreement or any security convertible into equity incentive or exercisable for such similar plan approved by the Board; vi. issue any shares of Series A Preferred Stock to any individual, entity or Series B Preferred)other person other than to the Requisite Investors, and any transferees thereof; (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event vii. create, incur, grant, enter into, permit, assume or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual propertyto exist, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, (i) any indebtedness by voluntary actionthe Corporation (or any of its subsidiaries) or otherwise issue any Debt Securities at any time when, or as a result of which, the principal amount of the Corporation’s total outstanding and available indebtedness and Debt Securities exceeds the product of (x) three (3) multiplied by (y) the consolidated earnings, before interest, taxes, depreciation and amortization of the Corporation and its subsidiaries (each of the foregoing calculated in accordance with U.S. generally accepted accounting principles) for the twelve calendar month period ending with the last full calendar month immediately preceding the calculation thereof, (Aii) seek to avoid any lien, charge or evade other encumbrance on any of the observanceCorporation’s (or any of its subsidiaries’) properties or assets other than Permitted Liens (as defined in the Purchase Agreement), or performance (iii) guaranty the obligations of any protective provision set forth third party; viii. take any actions to, or that has the effect of a, change in the size of the Board to a number other than seven (7) directors; ix. take any actions to relocate, or relocate, the principal executive offices of the Corporation outside of the United States; x. enter into any arrangement with any Affiliate or Associate of the Corporation or any subsidiary of the Corporation, or modify any existing arrangement between the Corporation and any of its Affiliates or Associates or an existing arrangement between any subsidiary of the Corporation and any of its Affiliates or Associates, except for transactions (x) solely between or among two or more of the Corporation and any of its wholly-owned subsidiaries or (y) the terms and conditions of which have been determined by the Board to be no less favorable in any material respect to the Corporation or any subsidiary of the Corporation than those terms and conditions that would be obtained on an arm’s length basis and that does not provide for, or is not reasonably likely to result in, aggregate payments to or by the Corporation or any subsidiary of the Corporation in excess of $1,000,000; provided that the provisions of this subsection x shall not apply to customary director, officer, employee and consultant compensation (including bonuses) and other employment benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements approved by the Board; xi. take any actions to, or otherwise, amend, modify, repeal or enter any waiver of [_]1, or enter into or consummate any replacement, substitution or refinancing thereof; or xii. agree to, commit to, resolve to, or otherwise enter into any agreement to do any of the foregoing. For the avoidance of doubt, any action that is permitted under one or more of the above subsections i-xii of this Section A.4.c, but is not permitted under any other of such subsections shall nevertheless require consent as described in this Section 5 or A.4.c under such other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferredsubsections.

Protective Provisions. So The Partnership and the General Partner hereby covenant and agree that, for as long as any shares of Series A D Preferred or Series B Preferred remain Units are outstanding, neither the Partnership nor the General Partner shall, and the Partnership and the General Partner shall cause their respective Subsidiaries not to, undertake or permit any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the holders of Series A D Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):Units then outstanding: (i1) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) case of the Company Partnership, authorize or public offering issue, or increase the authorized or issued amount of, (A) equity securities ranking, as to distributions and upon liquidation, on a parity with or senior to the Series D Preferred Units or (B) Common Units or other equity securities ranking, as to distributions and upon liquidation, junior to the Series D Preferred Units, to the extent that such Common Units or other junior equity securities contain any rights that restrict in any way management of the securities Partnership, the General Partner or their respective Subsidiaries or would reasonably be expected to interfere with the Series D Preferred Units or the rights of the Companyholders thereof; and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, authorize or issue additional (A) shares of preferred stock or preferred equity securities or (B) shares of common stock or common equity securities or other equity securities ranking, as to distributions and upon liquidation, junior to shares of such entity’s preferred stock or preferred equity securities, to the extent that such shares of common stock, common equity securities or other junior equity securities contain any rights that restrict in any way management of the General Partner, the Partnership or their respective Subsidiaries or would reasonably be expected to interfere with the Series D Preferred Units or the rights of the holders thereof; (ii) amend, alter, repeal or waive any of the provisions of (1) this Amendment or the Purchase Agreement or (2) the certificate of limited partnership of the Partnership, the Partnership Agreement, the Articles of Incorporation or bylaws of the General Partner or the organizational documents of any of their respective Subsidiaries, in the case of clause (2) only, to the extent that such amendment would reasonably be expected to adversely affect the Series D Preferred Units or the rights of the holders thereof; (iii) redeem, purchase or otherwise acquire for any consideration (or pay into or set aside for a sinking fund for such purpose1) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by in the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser case of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rightsPartnership, preferences or privileges equity securities of the shares of Series A Preferred or Series B Preferred so Partnership that rank, as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferreddistributions and upon liquidation, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A D Preferred Units, including Common Units, and Series B Preferred with respect to (2) in the distribution of assets on the liquidation, dissolution or winding up case of the CompanyGeneral Partner, any Subsidiary of the payment General Partner or any Subsidiary of dividends and rights of redemption; or reclassify, or obligate itself to reclassifythe Partnership, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom capital stock or similar vehicleequity securities; provided, that the foregoing shall not prohibit the following: (A) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect redemptions pursuant to dividends, liquidation, redemption or otherwise, other than the issuance Share Redemption Program; and (B) redemptions of any authorized but unissued shares Common Units in exchange for which the General Partner issues REIT Shares to the holders of Series A Preferred or Series B Preferred designated in such Common Units as the applicable Certificate sole consideration therefor pursuant to the terms of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)the Partnership Agreement; (iv) declare or pay any dividend or make any other distribution on shares engage in a Change of capital stock of the Company other than dividends on the Series A Preferred or Series B PreferredControl; (v) declare commence or file for bankruptcy suffer to exist an Event of Bankruptcy as to the Partnership, the General Partner or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysof their respective Subsidiaries; (vi) materially change pay any special distributions (which, for purposes hereof, shall mean any distribution other than a distribution made on a regular monthly basis consistent with past practice) on (1) in the nature case of the CompanyPartnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Series D Preferred Units and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity’s business;shares of preferred stock or preferred equity securities; provided, that the foregoing shall not prohibit special distributions that are necessary to preserve the General Partner’s status as a REIT under the Code; or (vii) engage in a recapitalization, reorganization, merger, unit or stock split, statutory unit or stock exchange, sale of all or substantially all of such entity’s assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, or other similar transaction. Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to take, any action in furtherance of any of the foregoing actions without obtaining the required consent therefor, as specified in this Section 7(a). Notwithstanding any provision in this Section 7(a) to the contrary, the Partnership shall be able to enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than tax protection agreements in the ordinary course of its business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferred.

Protective Provisions. So The Partnership and the General Partner hereby covenant and agree that, for as long as any shares of Series A Preferred or Series B Preferred remain Units are outstanding, neither the Partnership nor the General Partner shall, and the Partnership and the General Partner shall cause their respective Subsidiaries not to, undertake or permit any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):Units then outstanding: (i1) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) case of the Company Partnership, authorize or public offering issue, or increase the authorized or issued amount of, (A) equity securities ranking, as to distributions and upon liquidation, on a parity with or senior to the Preferred Units or (B) Common Units or other equity securities ranking, as to distributions and upon liquidation, junior to the Preferred Units, to the extent that such Common Units or other junior equity securities contain any rights that restrict in any way management of the securities Partnership, the General Partner or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the Companyholders thereof; and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, authorize or issue additional (A) shares of preferred stock or preferred equity securities or (B) shares of common stock or common equity securities or other equity securities ranking, as to distributions and upon liquidation, junior to shares of such entity’s preferred stock or preferred equity securities, to the extent that such shares of common stock, common equity securities or other junior equity securities contain any rights that restrict in any way management of the General Partner, the Partnership or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the holders thereof; (ii) amend, alter, repeal or waive any of the provisions of (1) this Amendment, the Purchase Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby or (2) the certificate of limited partnership of the Partnership, the Partnership Agreement, the Articles of Incorporation or bylaws of the General Partner or the organizational documents of any of their respective Subsidiaries, in the case of clause (2) only, to the extent that such amendment would reasonably be expected to adversely affect the Preferred Units or, in the event that any Preferred Units have been exchanged for Series A Preferred Shares pursuant to Section 10, the Series A Preferred Shares or the respective rights of the holders thereof; (iii) incur, renew, refinance, modify or otherwise discharge any Indebtedness of the Partnership, the General Partner or any of their respective Subsidiaries, or extend credit, make a loan or become a guarantor or surety for debt of another party, to the extent that any such action would cause a breach, violation of or failure to meet one or more of the Financial Covenants; (iv) redeem, purchase or otherwise acquire for any consideration (or pay into or set aside for a sinking fund for such purpose1) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by in the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser case of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rightsPartnership, preferences or privileges equity securities of the shares of Series A Preferred or Series B Preferred so Partnership that rank, as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferreddistributions and upon liquidation, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred Units, including Common Units, and Series B Preferred with respect to (2) in the distribution of assets on the liquidation, dissolution or winding up case of the CompanyGeneral Partner, any Subsidiary of the payment General Partner or any Subsidiary of dividends and rights of redemption; or reclassify, or obligate itself to reclassifythe Partnership, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom capital stock or similar vehicleequity securities; provided, that the foregoing shall not prohibit the following: (A) having redemptions pursuant to the Share Redemption Program so long as a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect Cash Flow Sweep Event is not in effect; (B) redemptions of Common Units in exchange for which the General Partner issues REIT Shares to dividends, liquidation, redemption or otherwise, other than the issuance holders of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in such Common Units as the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock sole consideration therefor pursuant to the terms of the Company other than dividends on Partnership Agreement; and (C) redemptions of Common Units for cash pursuant to the Series A Preferred or Series B Preferredterms of the Contribution Agreements in an aggregate amount not to exceed $5.0 million; (v) declare hold assets or file for bankruptcy engage in any business outside the Partnership, the General Partner or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daystheir respective Subsidiaries; (vi) materially change the nature engage in any transaction with an Affiliate of the Company’s business; (vii) enter into any sale Partnership, the General Partner or license (their respective Subsidiaries or similar arrangement) amend an agreement with any third party of such Affiliate to the extent that such transaction or amendment would reasonably be expected to adversely affect the Preferred Units or, in the event that any material intellectual propertyPreferred Units have been exchanged for Series A Preferred Shares pursuant to Section 10, any material product the Series A Preferred Shares or any material technology the rights of the Companyrespective holders thereof; provided, other than that the foregoing shall not prohibit the following: (1) transactions described in the ordinary course Advisory Agreement or in one or more of business; the Property Management Agreements with the Property Manager; (viii2) change the authorized number directors or composition annual approval of the Advisory Agreement by the independent members of the Board of Directors of the CompanyGeneral Partner, as required by the Advisory Agreement; and (3) transactions contemplated as of the Date of Issuance to be entered into by the Partnership and the General Partner in connection with the DST Program or other Affiliated contributions or exchanges; (vii) engage in a Change of Control; (viii) commence or suffer to exist an Event of Bankruptcy as to the Partnership, the General Partner or any of their respective Subsidiaries; (ix) take pay any action that would adversely affect or harm special distributions (which, for purposes hereof, shall mean any distribution other than a distribution made on a regular monthly basis consistent with past practice) on (1) in the rights or interest case of the Series A Partnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units and (2) in the case of the General Partner, any Subsidiary of the General Partner or Series B Preferredany Subsidiary of the Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity’s shares of preferred stock or preferred equity securities; provided, that the foregoing shall not prohibit special distributions that are (x) made pursuant to and in accordance with Section 7(a) or 7(b) or (y) necessary to preserve the General Partner’s status as a REIT under the Code; or (x) directly engage in a recapitalization, reorganization, merger, unit or indirectlystock split, by voluntary actionstatutory unit or stock exchange, (A) seek to avoid sale of all or evade substantially all of such entity’s assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the observancecase may be, or performance other similar transaction. Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to take, any action in furtherance of any protective provision set forth of the foregoing actions without obtaining the required consent therefor, as specified in this Section 5 or other term or 7(d). Notwithstanding any provision hereofin this Section 7(d) to the contrary, or (B) impair the Partnership shall be able to enter into tax protection agreements in the ordinary course of its business. In the event that any right, power or privilege of any holder of Preferred Units have been exchanged for Series A Preferred Shares pursuant to Section 10, then the General Partner, as the holder of such exchanged Preferred Units, shall provide or withhold its consent pursuant to this Section 7(d) in accordance with the determination of (and in the same proportion as) the holders of such Series B PreferredA Preferred Shares pursuant to the terms of the Articles Supplementary.

Protective Provisions. So Notwithstanding anything herein to the contrary, so long as any shares of Series A E Preferred or Series B Preferred Partnership Units remain outstanding, the General Partner shall not, and shall cause any Component Entity not to, without the prior written consent of a majority of both the holders of Series A Preferred iStar Representative and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):BREDS Representative: (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors authorize, create or (B) the repurchase of shares of Common Stock from employeesissue, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized or issued shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassifyof, any class or series of Senior Stock, Senior Units, Parity Stock or Parity Units Stock, or reclassify any authorized shares of Capital Stock into securities having preference Senior Stock or being on a parity with the Series A Preferred Parity Stock or Series B Preferred in any respect; authorized Partnership Units into Senior Units or Parity Units, or create, authorize or issue, issue any obligation or obligate itself to issue, any equity security (including any other security convertible into or exercisable for evidencing the right to purchase any such equity security and any stock appreciationSenior Stock, phantom stock Senior Units, Parity Stock or similar vehicleParity Units; (B) having a preference over, or being on a parity withissue shares of Series E Preferred Stock, Series A E Preferred Partnership Units, Parity Stock and Parity Units to any Person, including iStar, BREDS or their respective Affiliates, and except as is otherwise contemplated by the Securities Purchase Agreement or (C) authorize, create or issue any class of Junior Stock or Junior Units that gives the holders thereof the right to participate in, interfere with or restrict the management or operations of the General Partner or the Component Entities (including, the right to designate a director) or prohibits the holders of the Series E Preferred Partnership Units or Series B E Preferred with respect to dividendsStock from exercising their rights and remedies hereunder; (ii) amend, liquidationalter or repeal any provisions of the terms of the Series E Preferred Partnership Units as set forth herein (the “Series E Preferred Terms”) or the terms of any other Transaction Document, redemption whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise; (iii) amend, alter or repeal the provisions of the Charter or the bylaws of the General Partner or the certificate of limited partnership or the agreement of limited partnership of the Partnership whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, other than such changes as may be required to effectuate the issuance of any authorized but unissued shares Junior Stock otherwise permitted by the Series E Preferred Articles Supplementary, which would not alter or modify the terms of the Series A E Preferred or Series B Preferred designated Stock, as set forth in the applicable Certificate Transaction Documents, in any manner, or Parity Stock specifically permitted by Section 8(b)(i); provided, further, that prior to effecting any such change in reliance thereon, the General Partner (A) no later than 10 Business Days before effecting any such change and issuing such Junior Stock or Parity Stock, shall have provided a reasonable description of Designation the particulars of the change together with a draft of the proposed amendment to the iStar Representative and the BREDS Representative, and (including B) if requested by the iStar Representative or the BREDS Representative within five Business Days after receipt of such notice, the General Partner shall refrain from effecting such change until any security convertible into questions or exercisable for such shares concerns raised by the iStar Representative and the BREDS Representative have been resolved to their respective reasonable satisfaction); notwithstanding the foregoing, in no event shall the Partnership amend its bylaws to grant a director, other than a Preferred Stock Director, more than one vote on any matter presented to the Board of Series A Preferred Directors or Series B Preferred)increase the size of the Board of Directors to a number of members greater than 11; (iv) declare amend, alter or pay any dividend or make any other distribution on shares of capital stock repeal the provisions of the Company charter or the bylaws or other governing instrument or constitutional document of any Component Entity (other than dividends on the Partnership), whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise, so as to adversely affect any right, preference, privilege, obligation or voting power of the Series A E Preferred Partnership Units or the Series B PreferredE Preferred Stock or holders of the foregoing; (v) declare incur or file permit any Component Entity to incur, or enter into any agreement, contract, commitment or other obligation to incur, any Indebtedness (including, without limitation, any Indebtedness to refinance then existing Indebtedness and any accordion feature with respect to any Indebtedness), whether with respect to any Existing Property or otherwise, but excluding, for bankruptcy the purposes of this Section 8(c)(v), any Indebtedness with respect to any Future Property); provided, that the incurrence of Indebtedness shall be allowed if (A) the aggregate Indebtedness of the General Partner and all Component Entities at no time shall exceed the amount of such aggregate Indebtedness (measured in dollars) as of the Original Issue Date as set forth in the Schedule B attached to the Securities Purchase Agreement at the time of such determination, (B) if (x) the aggregate Indebtedness of the General Partner and all Component Entities with respect to any one Existing Property at no time shall exceed the greater of (1) the amount of such aggregate Indebtedness (measured in dollars) with respect to such Property as of the Original Issue Date and (2) 70% of the value of such Property, in each case, at the time of such determination (C) the Indebtedness would not result in a breach of any Financial Covenant and (D) such Indebtedness does not restrict or adversely affect any of the rights of the Series E Preferred Unitholders, the Series E Preferred Stockholders and/or the Series E Preferred Partnership Units or Series E Preferred Stock, or otherwise prevent the Series E Preferred Unitholders or the Series E Preferred Stockholders from exercising their rights, under any Transaction Document in any manner (including, without limitation, in connection with “event of default,” “change of control” or lock-out restrictions with respect to such Indebtedness; provided, however, that, for the purpose of this clause (D), a contract for Indebtedness will not be deemed to restrict or adversely affect any of the rights of the Series E Preferred Unitholders and/or the Series E Preferred Partnership Units, or otherwise prevent the Series E Preferred Unitholders from exercising their rights solely because of a “change of control” provision contained therein if such “change of control” provision is substantially similar event to the “change of control” provisions used in contracts for the Properties known as Landmark at Grand Meadow, Landmark at Greenbrooke Commons, ▇▇▇▇▇▇ Creek, Milana Reserve or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysReserve at Mill Landing shall not be deemed to restrict or adversely affect any of the rights of the Series E Preferred Unitholders and/or the Series E Preferred Stockholders); (vi) materially change incur or permit any Component Entity to incur, or enter into any agreement, contract, commitment or other obligation to incur, Indebtedness (including, without limitation, any Indebtedness to refinance then existing Indebtedness) with respect to any Future Property (including, without limitation, any such Future Property acquired pursuant to a Qualified Contribution Transaction), except (A) that with respect to and solely for the nature purposes of closing the acquisition of the Company’s businessFuture Properties set forth on Schedule B attached to the Securities Purchase Agreement, Indebtedness up to the amount set forth on such Schedule B for such Future Properties may be incurred without requiring the prior approval of the Representatives; provided, however, that nothing contained herein shall permit such Indebtedness to be excluded from the calculations of Indebtedness for purposes of clauses (B)(x)-(z) below following the closing of the acquisition for such Future Properties (including any refinancing of such Indebtedness) and provided, further that clause B(w) below shall also apply to any refinancing of such Indebtedness) or (B) that to the extent such Indebtedness would not (w) exceed 60% (or such greater percentage, up to 70%, as the Board of Directors may approve) of the purchase price (including closing costs and expenses) of such Future Property, (x) cause the General Partner or any Component Entity to be unable to comply with any Financial Covenant, (y) restrict or adversely affect any of the rights or remedies of the Series E Preferred Unitholders, the Series E Preferred Stockholders and/or the Series E Preferred Partnership Units or Series E Preferred Stock, or otherwise prevent the Series E Preferred Unitholders or Series E Preferred Stockholders from exercising their rights, under any Transaction Document in any manner (including, without limitation, in connection with “event of default,” “change of control” or lock-out restrictions with respect to such Indebtedness; provided, however, that, for the purpose of this clause (y), a contract for Indebtedness will not be deemed to restrict or adversely affect any of the rights of the Series E Preferred Unitholders and/or the Series E Preferred Partnership Units, or otherwise prevent the Series E Preferred Unitholders from exercising their rights solely because of a “change of control” provision contained therein if such “change of control” provision is substantially similar to the “change of control” provisions used in contracts for the Properties known as Landmark at Grand Meadow, Landmark at Greenbrooke Commons, ▇▇▇▇▇▇ Creek, Milana Reserve or Reserve at Mill Landing shall not be deemed to restrict or adversely affect any of the rights of the Series E Preferred Unitholders and/or the Series E Preferred Stockholders) or (z) allow for any recourse against the General Partner or any Component Entity other than the entity incurring the Indebtedness (other than for customary covenant matters such as fraud, misappropriation and environmental matters and other than the Indebtedness under the Senior Credit Facility); (vii) enter into fail to satisfy any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Companyfollowing financial covenants (each a “Financial Covenant” and collectively, other than the “Financial Covenants”), tested as of (1) in the ordinary course case of businessthe Financial Covenants set forth in Section 8(b)(vii)(A) – (C), the end of each fiscal quarter beginning with the fiscal quarter ending March 31, 2014 and (2) in the case of the Financial Covenant set forth in Section 8(b)(vii)(D), December 31, 2013: (A) a Maximum Senior Loan LTV Ratio not exceeding 70%, calculated using the Applicable Capitalization Rate (the “LTV Formula”); (B) a Minimum Senior Loan Debt Yield of 8.75%; (C) a Maximum Preferred Equity Investment LTV not exceeding 80% (calculated using the LTV Formula); or (D) 65 million Common Units (excluding any Common Units held by the General Partner) and shares of Common Equity, in each case, outstanding in the aggregate. (viii) change engage in any transaction between the authorized number directors General Partner or composition any Component Entity, on the one hand, and any Affiliate (including iStar, BREDS or their Affiliates for the purpose of this Section 8(c)(viii)) of the General Partner or such Component Entity, on the other hand (such a transaction, an “Affiliate Transaction”), other than (A) any Qualified Contribution Transaction (but only to the extent that in respect of any such Qualified Contribution Transaction (1) one or more Preferred Stock Directors were either (x) present at all meetings of the Board of Directors during which such Qualified Contribution Transaction was considered or (y) were appointed to the committee of the CompanyBoard of Directors charged with evaluating Affiliate Transactions, and were present at all committee meetings during which such Qualified Contribution Transaction was considered; (2) the General Partner receives an appraisal with respect to such Qualified Contribution Transaction, prior to its consummation, from a third-party appraiser selected by the General Partner and reasonably acceptable to both the iStar Representative and the BREDS Representative; and (3) the prior written consent of the iStar Representative and the BREDS Representative would not have been required if such Qualified Contribution Transaction was not an Affiliate Transaction, either pursuant to the Series E Preferred Terms or under applicable law) and (B) any property management agreement between the General Partner and any Component Entity that is a “taxable REIT subsidiary” (as defined in Section 856(l) of the Code); (ix) enter into any transaction or take any corporate action that would adversely affect which could reasonably be expected to result in, or harm suffer to exist, a Change of Control; (x) take any corporate action in the rights furtherance of, or interest suffer to exist, any of the Series A Preferred following: (A) the commencement by the General Partner or Series B Preferredany Component Entity of a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent; (B) the consent by the General Partner or any Component Entity to the entry of a decree or order for relief in respect of the General Partner or such Component Entity in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it; (C) the filing of a petition or answer or consent by the General Partner or a Component Entity seeking reorganization or relief under any applicable federal or state law; (D) the General Partner or any Component Entity: (1) consenting to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the General Partner or such Component Entity or of any substantial part of its property; (2) making an assignment for the benefit of creditors; or (x3) admitting in writing its inability to pay its debts generally as they become due. (xi) fail to maintain the Required Reserves; (xii) declare or pay distributions on Junior Stock or Junior Units (except as permitted in Section 8(c), 8(d) or 8(i)); (xiii) redeem, purchase, subscribe for or otherwise acquire any outstanding Capital Stock, Common Units or preferred units issued by the Partnership except for (A) in the case of Common Units, by conversion into or exchange for other shares of any class or series of Junior Stock; and (B) in the case of Series E Preferred Partnership Units, in accordance with Section 6 or Section 7 hereof; (xiv) expend or incur any amount during a fiscal year in excess of the Permitted Budget Variance; (xv) enter into, amend, modify or terminate any Material Contract (provided, that upon the General Partner requesting approval from the iStar Representative and the BREDS Representative to enter into, amend, modify or terminate a Material Contract, the iStar Representative and the BREDS Representative shall respond to the General Partner’s request for approval within 10 Business Days and the failure of both Representatives to respond shall be deemed approval by the iStar Representative and the BREDS Representative; provided, further, that the if the iStar Representative or the BREDS Representative notify the General Partner within such ten Business Day period of its need for additional time to evaluate the Material Contract, the iStar Representative or the BREDS Representative shall have such additional time to review as is reasonably necessary); (xvi) enter into or allow any Component Entity to enter into any Tax Protection Agreement or amend any Tax Protection Agreement unless such agreement or amendment subordinates all rights to payment thereunder by a Component Entity to the rights of the holders of the Series E Preferred Stock and the holders of the Series E Preferred Partnership Units and is otherwise reasonably acceptable to the iStar Representative and the BREDS Representative; (xvii) appoint or replace a Key Person; (xviii) incur any portfolio or asset-level Indebtedness that would cause the failure of any Financial Covenant or of the terms of Section 8(b)(v) or Section 8(b)(vi); (xix) take any action, grant any consent, waive any rights or make any election in its capacity as a holder of Series E Preferred Partnership Units; (xx) sell or dispose of any asset (whether directly or indirectly) held by the General Partner or by any Component Entity; provided, by voluntary actionhowever, that (A) seek any sale pursuant to avoid or evade an Asset Disposition Plan approved by the observanceiStar Representative and the BREDS Representative in accordance with Section 6(b), or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power sale effected as a single transaction or privilege a series of any holder of Series A Preferred or Series B Preferred.related transactions to a third pa

Protective Provisions. So (a) For so long as any shares of Series A Preferred or Series B Preferred Shares and Series C Preferred Shares remain outstanding, written consent without the approval of a majority holders of at least 66 2/3% of the holders of Series A Preferred issued and outstanding Series B Preferred Shares and Series C Prefered Shares, voting together as a single class but not as a separate class, the Company shall not, and the Company shall cause each of its Subsidiaries not to, approve, consent to or otherwise ratify any of the following actions which shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):considered class rights: (i) consummate alter or agree to consummate a Liquidation Event (as defined change, or engage in any action which would adversely effect, the Certificate of Designation) rights, preferences or privileges of the Company or public offering of Series B Preferred Shares and/or the securities of the CompanySeries C Preferred Shares; (ii) redeem, purchase authorize or otherwise acquire issue any equity security (or pay including any security convertible into or set aside exchangeable for any equity security) senior to or on a sinking fund for such purpose) any share parity with the Series B Preferred Shares and/or the Series C Preferred Shares including, without limitation, as to dividend rights or shares of Preferred Stock redemption rights or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valueliquidation preferences; (iii) amend or waive any provision of the Company’s Certificate of Incorporation or Bylaws; or Charter Documents in a manner that would alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely Shares and/or the Series C Preferred Shares ; (iv) increase or harm decrease the interests authorized number of shares of Ordinary Shares and Preferred Shares; (v) result in the redemption or repurchase of any capital equity of the Company (other than Ordinary Shares pursuant to equity incentive agreements with service providers giving the Company the right to repurchase shares upon the termination of Series A Preferred or Series B Preferred, by services); (vi) result in any merger, consolidation, recapitalization or otherwise; other corporate reorganization, or any transaction or series of transactions in which 50% or more of the voting power of the Company or its Subsidiaries is transferred or in which all or substantially all of the assets of the Company or its Subsidiaries, as applicable, are sold; (vii) increase or decrease the authorized size of the Board of Directors; (other than by redemption viii) result in the payment or conversion) the total number declaration of authorized any dividend on any shares of Preferred Stock unless Ordinary Shares; (ix) issue any debt securities or make any borrowings in a series of transactions relating to the same ranks junior subject matter in excess of US$300,000; (x) acquire any business in a series of transactions relating to the same subject matter for a price in excess of US$300,000; (xi) appoint the Chief Executive Officer of the Company; (xii) acquire any assets in a series of transactions relating to the same subject matter with a value in excess of US$500,000; (xiii) engage in any Related Party transaction; and/or (xiv) commit to enter or enter into any agreement to do any of the above; provided, however, that if no approval or disapproval is given to the Company after the expiration of a 20 Business Day period from the date of the receipt by the holders of Series B Preferred Shares or of Series C Preferred Shares (as the case may be) of a written notice delivered by the Company in accordance with Section 8.1 hereof, such notice to include all material information available to the Group Companies and their management in connection with such action, the approval shall be deemed to have been properly granted. (b) For so long as any Series A Preferred Shares remain outstanding, without the approval of holders of at least 75% of the Series A Preferred Shares then issued and Series B Preferred with respect outstanding, voting together as a separate class, the Company shall not, and the Company shall cause each of its Subsidiaries not to, approve, consent to the distribution of assets on the liquidation, dissolution or winding up otherwise ratify any of the Companyfollowing actions: (i) alter or change the rights, preferences or privileges of the payment of dividends and rights of redemption; Series A Preferred Shares; (ii) authorize or reclassify, issue any equity security senior to or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred Shares as to dividend rights or Series B Preferred redemption rights or liquidation preferences; (iii) amend or waive any provision of the Company’s Charter Documents in a manner that would alter or change the rights, preferences or privileges of any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)Shares; (iv) declare increase or pay any dividend or make any other distribution on decrease the authorized number of shares of capital stock of the Company other than dividends on the Series A Ordinary Shares and Preferred or Series B PreferredShares; (v) declare result in the redemption or file for bankruptcy or repurchase of any similar event or suffer an undischarged involuntary bankruptcy proceeding for more shares of Ordinary Shares (other than 30 dayspursuant to equity incentive agreements with service providers giving the Company the right to repurchase shares upon the termination of services); (vi) materially change the nature result in any merger, consolidation, or other corporate reorganization, or any transaction or series of transactions in which in excess of 50% of the Company’s businessvoting power of the Company or its Subsidiaries is transferred or in which all or substantially all of the assets of the Company or its Subsidiaries, as applicable, are sold; (vii) enter into any sale increase or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology decrease the authorized size of the Company, other than in the ordinary course ’s Board of businessDirectors; (viii) change result in the authorized number directors payment or composition declaration of any dividend on any shares of Ordinary Shares; (ix) issue any debt securities or make any borrowings in a series of transactions relating to the Board same subject matter in excess of Directors US$300,000; (x) acquire any business in a series of transactions relating to the same subject matter for a price in excess of US$300,000; (xi) appoint the Chief Executive Officer of the Company; (ixxii) take acquire any action that would adversely affect assets in a series of transactions relating to the same subject matter with a value in excess of US$500,000; (xiii) engage in any Related Party transaction; and/or (xiv) commit to enter or harm the rights or interest enter into any agreement to do any of the Series A Preferred above; provided, however, that if no approval or Series B Preferred; or (x) directly or indirectly, disapproval is given to the Company after the expiration of a 20 Business Day period from the date of the receipt by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder holders of Series A Preferred or Series B PreferredShares of a written notice delivered by the Company in accordance with Section 8.1 hereof, such notice to include all material information available to the Group Companies and their management in connection with such action, the approval shall be deemed to have been properly granted.

Protective Provisions. So long as At any time when shares of Series A Preferred Stock are outstanding (provided, that, if a Mandatory Redemption Notice has been given, and any shares of Series A Preferred or Series B Preferred Stock thereafter remain outstanding, written consent of or on and after a majority of the holders Redemption Failure, all shares of Series A Preferred Stock which have been redeemed, if any, shall for purposes of determining whether either of the conditions set forth in this sentence are met, be deemed outstanding) and convertible into shares of Common Stock equal to at least ten percent (10.0%) of the voting power of the Corporation’s Common Stock (on a fully diluted basis), or at any time when the Requisite Investors collectively hold at least thirty-three percent (33.0%) of the aggregate amount of Series B A Preferred Stock issued to the Requisite Investors on the Original Issuance Date, the Corporation shall be required to authorize the Company or to not, and shall not permit any of its subsidiaries to (to, and neither the Corporation nor any subsidiary shall enter into any agreement to, either directly or indirectly, by amendment, merger, consolidation or otherwise): , do any of the following without (i) consummate in addition to any other vote required by law or agree to consummate a Liquidation Event (as defined in the this Certificate of DesignationIncorporation) the written consent or affirmative vote of the Company or public offering holders of at least a majority of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the outstanding shares of Series A Preferred Stock given in writing or Series B Preferred so by vote at a meeting, consenting or voting (as to affect adversely the case may be) separately as a class, and any such act or harm transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect: i. liquidate, dissolve or wind-up the interests business and affairs of the Corporation or any operating subsidiary, effect any merger, consolidation or Deemed Liquidation Event of the Corporation or any operating subsidiary of the Corporation or consummate or agree to make any sale, transfer, assignment, pledge, lease, license, acquisition (other than the acquisition of a Person, business or interest therein, whether by acquisition of assets or securities, merger, consolidation, joint venture, business combination or otherwise, that has positive consolidated earnings, before interest, taxes, depreciation and amortization (each of the foregoing calculated in accordance with U.S. generally accepted accounting principles consistently applied) for the twelve calendar month period ending with the last full calendar month immediately preceding the calculation thereof, and in which shares of Common Stock, Options or Convertible Securities issued to such third party (or its equity holders) as acquisition consideration, if any, represent less than ten percent (10.0%) of the Corporation’s then outstanding Common Stock (on a fully diluted basis)), or similar transaction by which the Corporation or any subsidiary of the Corporation grants on an exclusive basis any rights to any of the Corporation’s or any of a Corporation’s subsidiary’s intellectual property, or consent to any of the foregoing, except for a Deemed Liquidation Event in which the holders of Series A Preferred Stock shall indefeasibly receive for each of their shares of Series A Preferred Stock upon the consummation thereof, an amount in cash not less than the Redemption Price (provided, however, that in no event, irrespective of whether consent is given under this subsection i, shall the Corporation be relieved of, nor shall the holders of Series A Preferred Stock be deemed to have waived, the Corporation’s obligation to redeem all outstanding shares of Series A Preferred Stock and pay the Redemption Price in accordance with Section A.3.c); 1 Insert closing bid price of I.D. Systems, Inc.’s common stock on the last trading day immediately prior to the Original Issuance Date. ii. amend, alter or repeal any provision of this Certificate of Incorporation or Bylaws in a manner that adversely affects the powers, preferences or rights of the Series B PreferredA Preferred Stock, by mergerit being understood that the authorization, consolidationissuance, recapitalization conversion, reclassification, exchange or amendment of a new or existing class or series of capital stock that is, or that is convertible into, capital stock that is pari passu or senior to the powers, privileges, preferences, rights or otherwise; or increase or decrease (other than by redemption or conversion) , of the total number of authorized shares of Series A Preferred Stock shall be deemed to adversely affect the powers, preferences or rights of the Series A Preferred Stock; (a) (i) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock of the Corporation unless the same (x) ranks junior to the Series A Preferred and Series B Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the CompanyCorporation or upon a Deemed Liquidation Event, the payment of dividends and rights of redemption; or reclassifyredemption and (y) is issued at fair market value as reasonably and in good faith determined by the Board, or obligate itself to reclassify, any class or series (ii) increase the authorized number of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred Stock (except as provided in Section A.5.c.i) or increase the authorized number of shares of any additional class or series of capital stock of the Corporation, unless the same ranks junior to the Series B A Preferred designated Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation or upon a Deemed Liquidation Event, the payment of dividends and rights of redemption or (b) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock of any subsidiary of the Corporation; iv. [intentionally omitted]; v. purchase or redeem (or permit any subsidiary to purchase or redeem) or pay, declare or set aside any fund for, any dividend or distribution on, any Junior Stock, other than purchases of Equity Securities upon the termination of an employee of the Corporation or any of its subsidiaries in accordance with the applicable Certificate terms of Designation (including such employee’s employment agreement or any security convertible into equity incentive or exercisable for such similar plan approved by the Board; vi. issue any shares of Series A Preferred Stock to any individual, entity or Series B Preferred)other person other than to the Requisite Investors, and any transferees thereof; (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event vii. create, incur, grant, enter into, permit, assume or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual propertyto exist, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, (i) any indebtedness by voluntary actionthe Corporation (or any of its subsidiaries) or otherwise issue any Debt Securities at any time when, or as a result of which, the principal amount of the Corporation’s total outstanding and available indebtedness and Debt Securities exceeds the product of (x) three (3) multiplied by (y) the consolidated earnings, before interest, taxes, depreciation and amortization of the Corporation and its subsidiaries (each of the foregoing calculated in accordance with U.S. generally accepted accounting principles) for the twelve calendar month period ending with the last full calendar month immediately preceding the calculation thereof, (Aii) seek to avoid any lien, charge or evade other encumbrance on any of the observanceCorporation’s (or any of its subsidiaries’) properties or assets other than Permitted Liens (as defined in the Purchase Agreement), or performance (iii) guaranty the obligations of any protective provision set forth third party; viii. take any actions to, or that has the effect of a, change in the size of the Board to a number other than seven (7) directors; ix. take any actions to relocate, or relocate, the principal executive offices of the Corporation outside of the United States; x. enter into any arrangement with any Affiliate or Associate of the Corporation or any subsidiary of the Corporation, or modify any existing arrangement between the Corporation and any of its Affiliates or Associates or an existing arrangement between any subsidiary of the Corporation and any of its Affiliates or Associates, except for transactions (x) solely between or among two or more of the Corporation and any of its wholly-owned subsidiaries or (y) the terms and conditions of which have been determined by the Board to be no less favorable in any material respect to the Corporation or any subsidiary of the Corporation than those terms and conditions that would be obtained on an arm’s length basis and that does not provide for, or is not reasonably likely to result in, aggregate payments to or by the Corporation or any subsidiary of the Corporation in excess of $1,000,000; provided that the provisions of this subsection x shall not apply to customary director, officer, employee and consultant compensation (including bonuses) and other employment benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements approved by the Board; xi. take any actions to, or otherwise, amend, modify, repeal or enter any waiver of [_]2, or enter into or consummate any replacement, substitution or refinancing thereof; or xii. agree to, commit to, resolve to, or otherwise enter into any agreement to do any of the foregoing. For the avoidance of doubt, any action that is permitted under one or more of the above subsections i-xii of this Section A.4.c, but is not permitted under any other of such subsections shall nevertheless require consent as described in this Section 5 or A.4.c under such other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferredsubsections.

Protective Provisions. So long as any Until the earlier of (x) the date on which less than 25% of the shares of Series A B1/B2/B3/B4 Preferred Stock are outstanding after the applicable Initial Issue Date of the Series B1/B2/B3/B4 Preferred Stock, (y) the Series B1 Transition Date, Series B2 Transition Date, Series B3 Transition Date, or the Series B Preferred remain outstandingB4 Transition Date, written consent as the case may be and (z) the effective date of a majority of Deemed Liquidation, the holders of Series A Preferred Corporation shall not, and Series B Preferred shall be required to authorize the Company or to not permit any of its subsidiaries to Subsidiaries to, directly or indirectly, without the affirmative vote (or written consent as permitted by amendmentthe DGCL, the Certificate of Incorporation and Bylaws) of the Requisite Holders, voting (or consenting) as a separate class: (i) amend, alter, modify or repeal (whether by merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in this Certificate of Designations, the Certificate of Designation) of Incorporation or the Company Bylaws in any manner that adversely affects the rights, preferences, privileges or public offering of the securities of restrictions provided for the Companybenefit of, the Series B1/B2/B3/B4 Preferred Stock; (ii) redeemauthorize, purchase create, designate, issue or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) sell any share or shares of Preferred Stock or Common Stock, except (A) class or series of capital stock (including shares of treasury stock) that would be classified as unanimously approved by the Board of Directors Senior Securities or Parity Securities or (B) the repurchase of shares of Common Stock from employeesrights, officersoptions, directors and consultants performing services warrants or other securities (including debt securities) convertible into or exercisable or exchangeable for the Company capital stock or one any equity security or more of its subsidiaries having any other equity feature, in each case, that would be classified as either Senior Securities or Parity Securities, except as pursuant to agreements approved by the Board conversion or exercise of Directors under which securities issued and outstanding as of the Company has Initial Issue Date of the right Series B1 Preferred Stock or pursuant to purchase such shares upon the cessation of employment at a price equal any agreement in effect on or prior to the lesser Initial Issue Date of the original purchase price or then fair market valueSeries B1 Preferred Stock; (iii) amend the Company’s Certificate of Incorporation purchase or Bylaws; redeem (or alter permit any subsidiary to purchase or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversionredeem) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay or declare any dividend dividend, or make any other distribution on on, any shares of capital stock of the Company Corporation, other than redemptions of or dividends or distributions on the Series A B1/B2/B3/B4 Preferred or Series B Preferred;Stock as expressly authorized herein; or (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (viiiv) enter into any sale or license (or similar arrangement) with agreement to do any third party of any material intellectual property, any material product or any material technology of the Company, other than in foregoing that is not expressly made conditional on obtaining the ordinary course of business; (viii) change the authorized number directors affirmative vote or composition written consent of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B PreferredRequisite Holders.

Protective Provisions. So long as any shares 10.1 Acts of the Group Companies Requiring Approval of Series A Preferred or Series B Preferred remain outstanding, written consent of a majority of the holders of Series A Preferred Holders and Series B Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall be required take, permit to authorize occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company to, and the shareholders of the Company shall not permit the Company to take, permit to occur, approve, authorize, or agree or commit to permit do any of its subsidiaries to (the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation consolidation, scheme of arrangement, amalgamation, or otherwise):, unless approved in writing by the holders of two thirds of the voting power of the outstanding Series A Preferred Shares and Series B Preferred Shares (voting as a single class on an as-converted basis) in advance: (i) consummate any amendment or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) change of the Company rights, preferences, privileges or public offering of powers of, or the securities of restrictions provided for the Companybenefit of, the Series A Preferred Shares or the Series B Preferred Shares; (ii) redeemany action that authorizes, purchase creates or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except issues (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities Equity Securities of any Group Company having preference rights, preferences, privileges or being powers superior to or on a parity with the Series A Preferred Shares or the Series B Preferred in any respect; or authorize or issueShares, whether as to liquidation, conversion, dividend, voting, redemption, or obligate itself to issueotherwise, any equity security or (including B) any other security convertible Equity Securities of any Group Company except for the Conversion Shares; (iii) any action that reclassifies any outstanding shares into shares having rights, preferences, privileges or exercisable for any such equity security and any stock appreciation, phantom stock powers senior to or similar vehicle) having a preference over, or being on a parity with, with the Series A Preferred Shares or the Series B Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise. 10.2 Acts of the Group Companies Requiring Approval of Series C Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company to, and the shareholders of the Company shall not permit the Company to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the holders of a majority of the voting power of the outstanding of Series C Preferred Shares: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series C Preferred Shares; (ii) any action that authorizes, creates or issues (A) any class or series of Equity Securities of any Group Company having rights, preferences, privileges or powers superior to or on a parity with the Series C Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or (B) any other Equity Securities of any Group Company except for the Conversion Shares; (iii) any action that reclassifies any outstanding shares into shares having rights, preferences, privileges or powers senior to or on a parity with the Series C Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise. 10.3 Acts of the Group Companies Requiring Approval of Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company to, and the shareholders of the Company shall not permit the Company to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the holders of two thirds of the voting power of the outstanding Preferred Shares (voting as a single class on an as-converted basis) in advance, including the approval of a majority of the voting power of the outstanding of Series C Preferred Shares: (i) any purchase, repurchase, redemption or retirements of any of the voting Equity Securities of any Group Company other than pursuant to contractual rights to repurchase shares held by employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services in accordance with the ESOP or the Restricted Share Agreements, or pursuant to the exercise of a contractual right of first refusal held by such Group Company, if any; (ii) any amendment or modification to or waiver under any of the Charter Documents of any Group Company, other than amendments pursuant to and in compliance with Section 12.17 hereof; (iii) any declaration, set aside or payment of a dividend or other distribution by any Group Company except for any distribution or dividend with respect to dividends, liquidation, redemption or otherwise, other than which the issuance sole recipient of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in proceeds therefrom is the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)Company; (iv) declare any transaction (including but not limited to the termination, extension, continuation after expiry, renewal, amendment, variation or pay waiver of any dividend term under agreement with respect to any transaction or make series of transactions) with any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B PreferredRelated Party; (v) declare any sale, transfer, or file for bankruptcy other disposal of, or the incurrence of any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 daysLien on, any substantial part of the assets of any Group Company; (vi) materially change the nature commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or arrangement of any of the Company’s businessGroup Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, which is not resulted from or a part of the Trade Sale, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) enter into any sale change of the size or license (or similar arrangement) with any third party composition of the board of directors of any material intellectual propertyGroup Company other than changes pursuant to and in compliance with Section 9 hereof; or (viii) any investment in, or divestiture or sale by any material product Group Company of an interest in a Subsidiary. 10.4 Acts of the Company Requiring Supermajority Approval of the Shareholders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to any Trade Sale, and no Party shall permit any Group Company to and the Shareholders of the Company shall not permit the Company to take, permit to occur, approve, authorize, or agree or commit to any Trade Sale, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the holders of at least 67% of the voting power of all outstanding Shares of the Company (voting together as a single class and calculated on an as-converted basis), which consent must include the written consent of holders of a majority of outstanding Preferred Shares (voting together as one class and on an as-converted basis), the written consent of holders of a majority of outstanding Series C Preferred Shares, and the written consent of holders of a majority of outstanding Ordinary Shares (excluding the Ordinary Shares which the Preferred Shares are converted or convertible into). After the receipt of such consents and approvals, each Shareholder of the Company shall consent to such Trade Sale and do and perform, or cause to be done and performed, acts and things reasonably necessary to facilitate the Trade Sale if such Trade Sale has been duly approved in accordance with this Section 10.4. 10.5 Acts of the Group Companies Requiring Preferred Directors Approval. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company to, and the shareholders of the Company shall not permit the Company to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved by a majority of the board of directors of such Group Company (which majority must include the approval of at least one Series A Director, the Series B Director and the TBP Director, or their respective equivalents at the board of such Group Company): (i) incurrence by the Group Companies of Indebtedness or guarantees of Indebtedness in excess of RMB500,000 individually or in the aggregate during any fiscal year; (ii) the purchase or lease by the Group Companies of any business and/or assets valued in excess of RMB1,000,000 individually during any fiscal year; (iii) the investment by any Group Company in any other Person in excess of RMB500,000 individually or in the aggregate during any fiscal year; (iv) the approval of, or any material technology deviation from or amendment of, the annual budget of any Group Company; (v) subject to the Section 11.6 below, the adoption, amendment or termination of the ESOP or any other equity incentive, purchase or participation plan for the benefit of any employees, officers, directors, contractors, advisors or consultants of any of the Group Companies; (vi) any loans to employees; (vii) the appointment or removal of the Auditors or the auditors for any other Group Company, other than in or the ordinary course change of businessthe term of the fiscal year for any Group Company; (viii) change the authorized number directors or composition any public offering of the Board any Equity Securities of Directors of the any Group Company, other than a Qualified IPO; (ix) take any action that would adversely affect material change to the business scope, or harm nature of business of any Group Company, or cessation of any business line of any Group Company; (x) any adoption of or change to, a significant tax or accounting practice or policy or any internal financial controls and authorization policies, or the rights making of any significant tax or interest of the Series A Preferred or Series B Preferredaccounting election; or (xxi) directly any other material actions or indirectlytransaction which is not within the ordinary course of business of such Group Company consistent with its past practice, by voluntary action, (A) seek to avoid or evade and which is beyond the observance, or performance business scope of any protective provision applicable Group Company as set forth in this Section 5 the Recitals and the natural development, extension or other term or provision hereof, or (B) impair any right, power or privilege derivative of any holder of Series A Preferred or Series B Preferredthe businesses under the aforesaid business scope.

Protective Provisions. So 7.1 Subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A B1 Preferred or Series B Preferred remain Stock are outstanding, the Corporation shall not, without first obtaining the approval (at a meeting duly called or by written consent of a majority consent, as provided by law) of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):a Majority In Interest: (ia) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B1 Preferred Stock (except to the extent required to issue PIK Shares if required by the terms set forth herein, which for the sake of clarity, and without otherwise limiting this provision, shall not require approval of the Holders); (b) Re-issue any shares of Series B1 Preferred Stock converted or redeemed pursuant to the terms of this Designation (except to the extent required to issue PIK Shares if required by the terms set forth herein, which for the sake of clarity, and without otherwise limiting this provision, shall not require approval of the Holders); (c) Create, or authorize the creation of, or issue or obligate itself to issue shares of, any class or series of capital stock unless the same ranks junior to (and not pari passu with) the Series A B1 Preferred and Series B Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the CompanyCorporation, the payment of dividends and rights of redemption; , or reclassifyincrease the authorized number of shares of any additional class or series of capital stock unless the same ranks junior to (and not pari passu with) the Series B1 Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption, in each such case, other than issuances of (or in connection with issuances of) shares of Series B1 Preferred Stock pursuant to the Purchase Agreement and PIK Shares; (d) Issue, incur or obligate itself to reclassify, issue or incur any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issueindebtedness that is convertible into, or obligate itself to issueexchangeable for, any equity security (including of the Corporation or instruments derivative of any other security convertible into or exercisable for any such equity security and of the Corporation; (e) Grant any stock appreciationrights to require a mandatory repurchase, phantom stock retirement or similar vehicle) having a preference overredemption by the Corporation of any of the Corporation’s equity securities or instruments derivative of its equity securities on or prior to the Required Redemption Date, or being issue, incur or obligate the Corporation to issue or incur, any indebtedness with a maturity date on or prior to the Required Redemption Date that is convertible into, or exchangeable for, equity securities or instruments derivative of the Corporation’s equity securities; (f) Effect an exchange, reclassification, or cancellation of all or a parity withpart of the Series B1 Preferred Stock (except pursuant to Section 5.3 hereof, Series A Preferred which shall not require any approval or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than consent of the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B PreferredHolders); (ivg) declare Effect an exchange, or pay any dividend create a right of exchange, of all or make any other distribution on part of the shares of capital stock another class of shares into shares of Series B1 Preferred Stock (except pursuant to Section 5.3 hereof, which shall not require any approval or consent of the Company Holders); Vertex Energy: Series B1 Certificate of Designation 25 (h) Issue any shares of Series B1 Preferred Stock other than dividends on pursuant to the Series A Preferred Purchase Agreement or Series B Preferredas PIK Shares; (vi) declare Alter or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature rights, preferences or privileges of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party shares of any material intellectual property, any material product or any material technology Series B1 Preferred Stock so as to affect adversely the shares of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferredsuch series; or (xj) directly Amend or indirectly, by voluntary action, (A) seek waive any provision of the Corporation’s Articles of Incorporation or Bylaws relative to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder Series B1 Preferred Stock so as to affect adversely the shares of Series A B1 Preferred or Series B PreferredStock in any material respect as compared to holders of other series of shares.

Protective Provisions. So long In addition to such other limitations as any shares of Series A Preferred or Series B Preferred remain outstandingmay be provided in the Memorandum and Articles and the BVI Business Companies ▇▇▇ ▇▇▇▇, written consent of a majority of the Company shall not, and shall cause the other Group Companies to not, and the holders of Series A Preferred and Series B Preferred Ordinary Shares shall be required exercise all of their rights with respect to authorize such Ordinary Shares so as to cause the Company Group Companies to not, effect or to permit otherwise consummate any of its subsidiaries to (by amendment, merger, consolidation or otherwise):the following acts without first obtaining. 7.1 the prior written approval of (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designationholder(s) of the Company or public offering at least 75% of the securities outstanding Series A Shares and Series A1 Shares (in aggregate and on an as-converted basis), and (ii) the holder(s) of at least 50% of the outstanding Series B Shares and Series B1 Shares (in aggregate and on an as converted basis); provided that such requirement shall terminate upon a Qualified Public Offering: (a) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Preferred Shares of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purposeb) any share action to authorize, create or issue shares of Preferred Stock any class or Common Stock, except (A) as unanimously approved by the Board series of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company having preferences superior to or one or more of its subsidiaries pursuant to agreements approved by on a parity with the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valuePreferred Shares in any aspects including without limitation, dividend rights, redemption rights and/or liquidation rights; (iiic) amend any new issuance of any equity securities of the Company’s Certificate of Incorporation or Bylaws; or alter or , including any change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) in the total number of authorized shares Series B Shares and Series B1 Shares, but excluding (i) any issuance of the Series B1 Shares authorized under the Purchase Agreement, (ii) any issuance of Ordinary Shares upon conversion of the Preferred Stock unless Shares, (iii) the same ranks junior issuance of 66,580 Ordinary Shares upon the exercise of the option currently held by Winsome Group Limited on behalf of Ma ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Ho, Ma Wen Lie, ▇▇▇▇ Lo Yin, Li Jin and other officers, employees and advisors of the Company, (iv) the issuance of up to 151,430 Ordinary Shares (or options or warrants therefor) pursuant to employee equity incentive plans approved by the Compensation Committee, and (v) the issuance of up to 50,246 Ordinary Shares upon the exercise of the options granted to certain individuals pursuant to the Series A resolutions of the Company’s directors passed on April 16, 2009; (d) any action of the Company 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 Preferred Shares; (e) any increase or decrease of the authorized number of Ordinary Shares or Preferred Shares of the Company; (f) any amendment of the Memorandum and Series B Preferred Articles of Association or other charter documents of the Company (including any Major Subsidiary); (g) any merger or consolidation of the Company (including any Subsidiary other than Linong Agriculture Technology Co., Ltd. (Tianjin)) with respect to or into any other business entity in which the distribution shareholders of the Company (including any Subsidiary) immediately after such merger or consolidation held shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity; (h) any transaction or series of transactions that would result in a change of control of the Company (including any Subsidiary other than Linong Agriculture Technology Co., Ltd. (Tianjin)); (i) the sale, lease, transfer or other disposition of all or substantially all of the assets on of the Company (including any Subsidiary other than Linong Agriculture Technology Co., Ltd. (Tianjin)), except for intra-group transactions among the Company and any Subsidiaries; (j) any licensing or other transfer of the patents, copyrights, trademarks or other intellectual property of the Company (including any Subsidiary) other than in the ordinary course of its business, except for intra-group transactions among the Company and any Subsidiaries; (k) any increase or decrease of the authorized number of the members of the Board (including any committees of the Board) of the Company; (l) effect a liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security Company (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, Subsidiary other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation Linong Agriculture Technology Co., Ltd. (including any security convertible into or exercisable for such shares of Series A Preferred or Series B PreferredTianjin)); (ivm) declare the declaration or pay any payment of a dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Ordinary Shares or Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors Shares of the Company; (ixn) take any action that would adversely affect or harm the rights or interest increase of the Series A Preferred number of Ordinary Shares of the Company reserved under any employee equity incentive plan; (o) any increase in compensation of any employee of the Company (including any Subsidiary) with an annual salary of US$50,000 or Series B Preferredmore by more than 20% in a twelve (12) month period; (p) the extension by the Company of any loan or guarantee for indebtedness to any director, officer, employee or affiliate of the Company (including any Subsidiary), except for intra-group transactions among the Company and any Subsidiaries; (q) any incurrence of indebtedness in excess of US$1,000,000 in the aggregate to the Company (including any Subsidiary), or creation of any encumbrance whatsoever upon the assets, patents, copyrights, trademarks or other intellectual property of the Company (including any Subsidiary); (r) any purchase by the Company (including any Subsidiary) of real property with a value of US$1,000,000 or more, or any purchase of production facilities with a value of US$500,000 or more, individually or in the aggregate; (s) any transaction or series of transactions that are not in the ordinary course of the Company’s business where the value involved exceeds US$1,000,000, individually or in the aggregate, during any twelve (12) month period, except for the disposition of any equity interest in, and/or any asset of, Linong Agriculture Technology Co., Ltd. (Tianjin)); (t) approval of the annual consolidated budget of the Company; (u) the appointment and removal of any key officer of the Company (including any Major Subsidiary), including the Chief Executive Officer and the Chief Financial Officer; (v) the appointment and/or reappointment of auditors of the Company; or (xw) directly any transaction involving both the Company (including any Subsidiary) and a shareholder of any Group Company or indirectlyany of the Company’s employees, by voluntary actionofficers, directors or shareholders or any affiliate of a shareholder of any Group Company or any of such affiliate’s officers, directors or shareholders, except for intra-group transactions among the Company and any Subsidiaries and employment contracts between a Group Company and its employees that are not otherwise subject to this Section 7, and 7.2 the prior written approval of the holder(s) as at the date hereof (taking no account of any share issuances after the date hereof) of at least 96% of the aggregate of Ordinary Shares and Preferred Shares (on an as-converted basis), provided that such requirement shall terminate upon a Qualified IPO, any repurchase or redemption of any equity securities of the Company other than (A) seek pursuant to avoid contractual rights to repurchase Ordinary Shares from the employees, directors or evade consultants of the observance, Company upon termination of their employment or performance of any protective provision set forth in this Section 5 or other term or provision hereof, services or (B) impair pursuant to a contractual right of first refusal held by the Company. Provided, however that, to the extent that the applicable laws prevent the Company from being bound by any rightof the above provisions, power or privilege of any holder of Series A Preferred or Series B Preferredsuch provisions shall be binding as amongst the parties hereto (other than the Company) and such parties shall take all actions necessary to give effect to such provisions.

Protective Provisions. So 9.1 Subject to the rights of series of preferred stock which may from time to time come into existence, so long as any shares of Series A Preferred or Series B Preferred remain are outstanding, the Corporation shall not, without first obtaining the approval (by written consent of or at a majority meeting duly called, each as provided by law) of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any a Majority In Interest of its subsidiaries to (by amendment, merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) of the Company or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase voting together as a single class: (a) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock (except to the extent required to issue PIK Shares if required by the terms set forth herein, which for the sake of clarity, and without otherwise limiting this provision, shall not require approval of the Holders); (b) Re-issue any shares of Series B Preferred converted pursuant to the terms of this Designation; (c) Create, or authorize the creation of, or issue or obligate itself to issue shares of, any class or series of capital stock unless the same ranks junior to (and not pari passu with) the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the CompanyCorporation, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, increase the authorized number of shares of any additional class or series of shares into securities having preference or being on a parity with capital stock unless the Series A Preferred or same ranks junior to (and not pari passu with) the Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption, in any respect; each such case, other than issuances of (or authorize in connection with issuances of) shares of Series B Preferred pursuant to the Purchase and Sale Agreement, PIK Shares and the Series C Preferred Stock; (d) Effect an exchange, reclassification, or cancellation of all or a part of the Series B Preferred (except pursuant to the terms hereof); (e) Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series B Preferred; (f) Alter or change the rights, preferences or privileges of the shares of Series B Preferred so as to affect adversely the shares of such series; (g) Authorize or issue, or obligate itself to issue, any other equity security (security, including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, over (or being on a parity with, Series A Preferred or ) the Series B Preferred with respect to dividendsliquidation; or (h) Amend or waive any provision of the Corporation’s Articles of Incorporation or Bylaws, liquidationeach as amended, redemption or otherwise, other than relative to the issuance of any authorized but unissued Series B Preferred so as to affect adversely the shares of Series A Preferred B Preferred. For clarification, the creation or issuance of shares of other series of preferred stock, provided the rights and preferences of such series of preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends are not senior to the Series B Preferred designated in Liquidation Preference, shall not require the applicable Certificate authorization or approval of Designation (including any security convertible into or exercisable for such shares the holders of Series A Preferred or the Series B Preferred);. (iv) declare 9.2 The Corporation will not through any reorganization, transfer of assets, merger, dissolution, issue or pay any dividend sale of securities or make any other distribution on shares voluntary action, avoid or seek to avoid the observance or performance of capital stock any of the Company other than dividends on terms to be observed or performed hereunder by the Series A Preferred Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Designation and in the taking of all such action as may be necessary or Series B Preferred; appropriate in order to protect (va) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature Holder Conversion Rights of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party Holders of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or and (xb) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance other rights of any protective provision the Holders as set forth in this Section 5 or other term or provision hereofherein, or (B) impair any rightagainst impairment. Notwithstanding the foregoing, power or privilege nothing shall prohibit the Corporation from amending its Articles of any holder Incorporation with the requisite consent of Series A Preferred or Series B Preferredits stockholders and the Board of Directors.

Protective Provisions. So long as any shares of Series A Preferred or Series B Preferred remain Shares are outstanding, the Corporation shall not without first obtaining the approval (by vote or written consent consent) of the holders of at least a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize Shares then outstanding, voting together as a separate class: 8.1. sell, lease, exchange, transfer, convey, exclusively license or otherwise dispose of all or substantially all of the Company Corporation's assets or to permit merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation provided that the Corporation is the surviving corporation) or effect any transaction or series of its subsidiaries to related transactions in which 50% or more of the voting power of the Corporation is transferred or otherwise disposed of; 8.2. amend, alter, or repeal any provision of the Corporation's certificate of incorporation or Bylaws (whether by amendment, merger, consolidation or otherwise): (i) consummate if such amendment, alteration or agree to consummate a Liquidation Event (as defined in repeal would alter or change the Certificate of Designation) powers, preferences or special rights of the Company Series B Preferred Shares so as to effect them adversely; 8.3. authorize, create or public offering issue any class or series of the stock or any other securities convertible into or exercisable for or issued in connection with equity securities of the CompanyCorporation having rights, preferences or privileges superior to or on parity with the Series B Preferred Shares; (ii) redeem, purchase 8.4. increase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or decrease the number of authorized shares of Series B Preferred Stock Stock; 8.5. pay any dividend or Common Stockother distribution on, except or make any repurchase or redemption of, any shares(s) of any class or series of stock or other securities of the Corporation; provided, however, that this restriction shall not apply to the redemption described in Section 4; 8.6. incur any debt obligations or any other liabilities (beyond those existing on the Series B Issuance Date), provided such restrictions will apply only with respect to: (A) the funding of merger, consolidation and acquisition transactions (or the portion thereof) undertaken by the Corporation or its affiliates that are paid in cash; and (B) financings by the Corporation and/or any of its subsidiaries (collectively, the "CBH Group") that are undertaken outside of the normal course of business such as unanimously capital expenditure, bank financing or refinancing, or similar funding normally undertaken by the CBH Group pursuant to prior board approvals or within pre-approved operating budgets; 8.7. asset disposals by the CBH Group over cumulative amount of $10,000,000 or resulting in total remaining carrying cost of net property, plant and equipment and other long-term tangible assets of the CBH Group decreasing below $15,000,000; 8.8. diversifications into ventures not related to the Corporation's core business on the Series B Issuance Date; 8.9. the departure of Mr. Shi Mingsheng or Mm. Zhang Jian from the CBH Group (voluntary o▇ ▇▇▇▇▇wise); or 8.▇▇. ▇▇▇ ▇▇currence of any transaction or series of related transaction pursuant to which stockholders of the Corporation comprising members of its senior management and directors on the Series B Issuance Date, and those shareholders affiliated with Suzhou Erye Pharmaceutical Company Ltd., sell, exchange, transfer, convey, pledge or otherwise dispose in full or in part any of their securities in the Corporation to an unrelated third party who then as a result will have the ability to exert control of the Corporation by virtue of gaining control of the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (through other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferredmeans.

Protective Provisions. So In addition to such other limitations as may be provided in the Articles, for so long as any shares of Series A Preferred or Series B Preferred remain Shares are outstanding, the following acts of the Company shall require the prior written consent approval of the Preferred Majority, or the written approval of more than fifty percent (50%) of the directors of the Board (including the approval of each Investor Director), as the case maybe. For the purpose of this Section 8, the term “Company” means, the Company itself as well as any and all the subsidiaries of the Company (including but not limited to the other Group Companies), to the extent and where applicable. Notwithstanding anything to the contrary contained herein, where any such action requires a majority special resolution or ordinary resolution of the shareholders in accordance with the Companies Law (Revised) of the Cayman Islands and if the shareholders vote in favor of such act but the approval of the Preferred Majority has not yet been obtained, the holders of Series A the Preferred and Series B Preferred Shares who vote against such act at a meeting of the shareholders in aggregate shall be required have the voting rights equal to authorize the Company or to permit any aggregate voting power of its subsidiaries to (by amendment, merger, consolidation or otherwise):all the shareholders who voted in favor of such act plus one. (ia) consummate any issuance or agree to consummate a Liquidation Event sale of any equity or debt securities of the Company, excluding any issuance of Class A Ordinary Shares upon conversion of the Preferred Shares (as defined in including, without limitation, the Certificate creation, issuance, sale or sponsorship of Designation) any cryptocurrency, decentralized application tokens, protocol tokens, blockchain-based assets or other cryptofinance coins, tokens or similar digital assets by the Company, an officer of the Company or public offering any direct or indirect majority-owned subsidiary of the Company); (b) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of the Preferred Shares; (c) any action that authorizes, creates or issues any class of shares of the capital of the Company having preferences superior to or on a parity with the Preferred Shares; (d) any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets superior to or on a parity with the preference of the Preferred Shares; (e) any act that repurchases, redeems or retires any of the Company’s voting securities (excluding (i) pursuant to contractual rights to repurchase Ordinary Shares or Preferred Shares held by employees, directors or consultants of the Company or its subsidiaries upon termination of their employment or services, or pursuant to the exercise of a contractual right of first refusal held by the Company, or (ii) the redemption entitled by the holders of relevant class or series of shares as set forth in the Articles); (f) any increase or decrease in the authorized share capital or registered capital, as applicable, of the Company; (g) any amendment of the Company’s Memorandum and Articles of Association or other charter documents of the Company; (h) the declaration or payment of a dividend or other distributions on any securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purposei) any share increase or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser decrease of the original purchase price authorized size of the board of directors of the Company, or then fair market valueany amendment of the rules to appoint or remove the directors of the Company; (iiij) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company; (k) any consolidation, the payment of dividends and rights of redemption; or reclassifymerger, or obligate itself to reclassifycorporate reorganization, any class transaction or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock transactions of the Company other than dividends on the Series A Preferred or Series B Preferred; founder, in which in excess of fifty percent (v50%) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s businessvoting power is transferred or in which all or substantially all the assets of the Company are sold; (viil) enter into the sale of all or substantially all of any sale of the Company’s assets, or license any material asset or undertaking of the Company; (m) any Transfer of the shares or similar arrangementequity interest of the Company directly or indirectly held by the Founder, or dispose of or dilute the Company’s interest, directly or indirectly, in any of its subsidiaries, unless otherwise provided herein; (n) with any establishment, alteration or termination of any profit sharing scheme or any employee share option or share participation schemes, or any grant of options or warrants under such scheme; (o) incurrence of debt or assumption of any loan, facility or other financial obligation from a third party, or issue, assumption, provision of guarantee, charge, lien or indemnity warranty in favor of a third party, or creation of any liability (including without limitation any off-balance-sheet liability or contingent liability) by the Company, in excess of RMB3,000,000 in the aggregate in any consecutive twelve (12) months period outside the annual budget of the Company, or extension of loan by the Company to any third party in excess of RMB3,000,000 in the aggregate in any material intellectual property, any material product or any material technology consecutive twelve (12) months period outside the annual budget of the Company, other than those in the ordinary course of business; (viiip) change the authorized number directors creation of any liability on any patent, copy right, trademark, or composition of the Board of Directors any other intellectual property right of the Company; (ixq) take the initial public offering of any action that would adversely affect or harm the rights or interest of the Series A Preferred Shares or Series B Preferredother equity or debt securities of the Company (or as the case may be, the shares or securities of the relevant entity resulting from any merger, reorganization or other arrangements made by or to the Company for the purposes of public offering); (r) any equity investments in any other person or entity (including any direct or indirect establishment or any acquisition of any subsidiary); (s) approval or removal of the auditor of the Company; (t) any material change to the business of the Company, including entering new lines of business outside the existing business and exiting the current business; (u) termination or any material amendment to the Restructuring Documents (as defined in the Share Purchase Agreement); (v) settlement of litigation, arbitration or other disputes involving value of no less than US$500,000 in a single transaction or no less than US$3,000,000 in the aggregate in any consecutive twelve (12) months; (w) appointment or removal of the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Operating Officer; (x) approval or material amendment (by more than 30% in any fiscal year) of the annual budget; or (xy) directly agreement or indirectly, commitment by voluntary action, (A) seek the Company to avoid or evade do any of the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferredforegoing.

Protective Provisions. So long as any shares of the Series A Preferred or Series B Preferred remain outstanding, written consent Stock represents a minimum of a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to twenty percent (by amendment, merger, consolidation or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation20%) of the Company or public offering outstanding capital stock of the securities of Corporation, the Company; Corporation shall not, (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) in any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferredcase, by merger, consolidation, recapitalization operation of law or otherwise; or increase or decrease (other than by redemption or conversion) the total number ), without first having provided written notice of authorized such proposed action to each holder of outstanding shares of Preferred Stock unless the same ranks junior to the Series A Preferred Stock and having obtained the prior approval of the holders of a majority of the then outstanding shares of Series B A Preferred with respect Stock, given in writing or by consent or vote at a meeting: (1) altering, changing or amending the preferences, privileges or rights of the Series A Preferred Stock or the Certificate of Incorporation or Bylaws in a manner which is adverse to the distribution holders of assets on the Series A Preferred; (2) increase or decrease the authorized number of shares of any series of Preferred Stock; (3) approve any transaction or series of transactions deemed to be a liquidation, dissolution or winding up of the CompanyCorporation, the payment of dividends and rights of redemption; whether voluntary or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)involuntary; (iv4) approve any Deemed Liquidity Event or other corporate reorganization or acquisition; or (5) declare or pay any dividend or make distribution or approve any other distribution on shares of capital stock of the Company other than dividends on repurchase with respect to the Series A Preferred (except as otherwise provided in Section 2 above) or Series B Preferred; the Common Stock (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors required redemptions and repurchases under restricted stock agreements or composition of stock option agreements with employees, advisors, consultants and others and other arrangements approved by the Board of Directors Directors). Further, the Corporation shall not, by amendment, alteration or repeal of this Certificate of Incorporation (whether by merger, consolidation, operation of law, or otherwise) or through any Deemed Liquidity Event, or any other reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, agreement or any other voluntary action, avoid or seek to avoid the observance or performance of any of the Company; (ixterms to be observed or performed hereunder by the Corporation and shall at all times in good faith assist in the carrying out of all the provisions of this Section 4(d) take any and in the taking of all such action that would adversely affect as may be necessary or harm appropriate in order to protect the rights or interest of the holders of each series of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B PreferredStock against impairment.

Protective Provisions. So long In addition to such other limitations as any shares of Series A Preferred or Series B Preferred remain outstandingmay be provided in the Memorandum and Articles and the BVI Business Companies ▇▇▇ ▇▇▇▇, written consent of a majority of the Company shall not, and shall cause the other Group Companies to not, and the holders of Series A Preferred and Series B Preferred Ordinary Shares shall be required exercise all of their rights with respect to authorize such Ordinary Shares so as to cause the Company Group Companies to not, effect or to permit otherwise consummate any of its subsidiaries to the following acts without first obtaining, (by amendment, merger, consolidation or otherwise): 1) the prior written approval of (i) consummate the holder(s) of at least 75% of the outstanding Series A Shares and Series A1 Shares (in aggregate and on an as-converted basis), and (ii) the holder(s) of at least 50% of the outstanding Series B Shares (on an as converted basis); provided that such requirement shall terminate upon a Qualified Public Offering: i. any amendment or agree change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Preferred Shares of the Company; ii. any action to consummate authorize, create or issue shares of any class or series of the Company having preferences superior to or on a Liquidation Event parity with the Preferred Shares in any aspects including without limitation, dividend rights, redemption rights and/or liquidation rights; iii. any new issuance of any equity securities of the Company, including any change in the total number of authorized Series B Shares, but excluding (i) any issuance of the Series B Shares authorized under the Purchase Agreement, (ii) any issuance of Ordinary Shares upon conversion of the Preferred Shares, and (iii) the issuance of 66,580 Ordinary Shares reserved for issuance upon the exercise of the option currently held by Winsome Group Limited on behalf of Ma ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Ho, Ma Wen Lie, ▇▇▇▇ Lo Yin and other officers, employees and advisors of the Company, and (iv) the issuance of up to 151,430 Ordinary Shares (and/or options or warrants therefor) reserved for issuance pursuant to the employee equity incentive plans approved by the Compensation Committee (as defined in the Certificate of Designation) Articles); iv. any action of the Company to reclassify any outstanding shares into shares having preferences or public offering priority as to dividends or assets senior to or on a parity with the preference of the securities Preferred Shares; v. any increase or decrease of the authorized number of Ordinary Shares or Preferred Shares of the Company; vi. any amendment of the Memorandum and Articles of Association or other charter documents of the Company (iiincluding any Major Subsidiary); vii. any merger or consolidation of the Company (including any Subsidiary) redeemwith or into any other business entity in which the shareholders of the Company (including any Subsidiary) immediately after such merger or consolidation held shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity; viii. any transaction or series of transactions that would result in a change of control of the Company (including any Subsidiary); ix. the sale, purchase lease, transfer or otherwise acquire other disposition of all or substantially all of the assets of the Company (or pay into or set aside for a sinking fund for such purpose) including any share or shares of Preferred Stock or Common StockSubsidiary), except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for intra-group transactions among the Company and any Subsidiaries; x. any licensing or one other transfer of the patents, copyrights, trademarks or more other intellectual property of the Company (including any Subsidiary) other than in the ordinary course of its subsidiaries pursuant to agreements approved by the Board of Directors under which business, except for intra-group transactions among the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valueand any Subsidiaries; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or xi. any increase or decrease (other than by redemption or conversion) of the total authorized number of authorized shares the Board (including any committees of Preferred Stock unless the same ranks junior to Board) of the Series A Preferred and Series B Preferred with respect to the distribution of assets on the Company; xii. effect a liquidation, dissolution or winding up of the Company, Company (including any Subsidiary); xiii. the declaration or payment of dividends a dividend or other distribution on Ordinary Shares or Preferred Shares of the Company; xiv. any increase of the number of Ordinary Shares of the Company reserved under any employee equity incentive plan; xv. any increase in compensation of any employee of the Company (including any Subsidiary) with an annual salary of US$50,000 or more by more than 20% in a twelve (12) month period; xvi. the extension by the Company of any loan or guarantee for indebtedness to any director, officer, employee or affiliate of the Company (including any Subsidiary), except for intra-group transactions among the Company and rights any Subsidiaries; xvii. any incurrence of redemption; or reclassifyindebtedness in excess of US$1,000,000 in the aggregate to the Company (including any Subsidiary), or obligate itself to reclassifycreation of any encumbrance whatsoever upon the assets, patents, copyrights, trademarks or other intellectual property of the Company (including any class Subsidiary); xviii. any purchase by the Company (including any Subsidiary) of real property with a value of US$1,000,000 or more, or any purchase of production facilities with a value of US$500,000 or more, individually or in the aggregate; xix. any transaction or series of shares into securities having preference transactions that are not in the ordinary course of the Company’s business where the value involved exceeds US$1,000,000, individually or being on a parity with in the Series A Preferred or Series B Preferred in aggregate, during any respect; or authorize or issue, or obligate itself to issue, twelve (12) month period; xx. approval of the annual consolidated budget of the Company; xxi. the appointment and removal of any equity security key officer of the Company (including any other security convertible into or exercisable for Major Subsidiary), including the Chief Executive Officer and the Chief Financial Officer; xxii. the appointment and/or reappointment of auditors of the Company; or xxiii. any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than transaction involving both the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation Company (including any security convertible into Subsidiary) and a shareholder of any Group Company or exercisable any of the Company’s employees, officers, directors or shareholders or any affiliate of a shareholder of any Group Company or any of such affiliate’s officers, directors or shareholders, except for such shares of Series A Preferred or Series B Preferredintra-group transactions among the Company and any Subsidiaries and employment contracts between a Group Company and its employees that are not otherwise subject to this paragraph 7.3(h);, and (iv2) declare the prior written approval of the holder(s) as at the date hereof (taking no account of any share issuances after the date hereof) of at least 96% of the aggregate of Ordinary Shares and Preferred Shares (on an as-converted basis), provided that such requirement shall terminate upon a Qualified IPO, any repurchase or pay redemption of any dividend or make any other distribution on shares of capital stock equity securities of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek pursuant to avoid contractual rights to repurchase Ordinary Shares from the employees, directors or evade consultants of the observance, Company upon termination of their employment or performance of any protective provision set forth in this Section 5 or other term or provision hereof, services or (B) impair pursuant to a contractual right of first refusal held by the Company. Provided, however that, to the extent that the applicable laws prevent the Company from being bound by any rightof the above provisions, power or privilege such provisions shall be binding as amongst the holders of any holder Ordinary Shares and holders of Series A Preferred or Series B PreferredShares and such parties shall take all actions necessary to give effect to such provisions.

Protective Provisions. So long as At any time when at least twenty percent (20%) of the shares of Series A E Preferred Stock and Series E-1 Preferred Stock ever issued (taken together as a single class) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B E Preferred remain Stock or the Series E-1 Preferred Stock) are outstanding, written consent of a majority of the holders of Series A Preferred and Series B Preferred Issuer shall be required to authorize the Company not, either directly or to permit any of its subsidiaries to (indirectly by amendment, merger, consolidation or otherwise): , do any of the following without (i) consummate in addition to any other vote required by law or agree to consummate a Liquidation Event (as defined in the Certificate of DesignationIncorporation) the written consent or affirmative vote of the Company or public offering holders of at least a majority of the securities combined voting power of the Company;then outstanding shares of Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock and Series E-1 Preferred Stock, including the Requisite Holders: (iia) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors materially and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or adversely alter or change the rights, preferences or privileges of the shares of Series A E Preferred Stock or Series B E-1 Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or Stock; (b) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series E-1 Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, Stock; (c) create any new class or series of shares into securities capital stock having preference rights, preferences or being on a parity privileges senior to or pari passu with the Series A E Preferred Stock or Series B E-1 Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)Stock; (ivd) declare unless approved by a majority of the Board of Directors, including the Requisite Directors, effect a Deemed Liquidation Event; (e) liquidate, dissolve or wind-up the business and affairs of the Issuer or consent to do any of the foregoing; (f) unless approved by a majority of the Board of Directors, including the Requisite Directors, purchase, license, lease or acquire (whether by asset purchase, stock purchase, merger, business combination or otherwise) any other business or division or any material rights or assets of another entity, in each case outside of the ordinary course of business, or cause any of its subsidiaries to do any of the foregoing; (g) unless approved by a majority of the Board of Directors, including the Requisite Directors, sell, license, lease or otherwise dispose of (whether by asset sale stock sale, merger, business combination, license, partnership, joint venture, collaboration or otherwise) any business or division of the Issuer or any of its subsidiaries or any material rights, assets, clinical programs or intellectual property, or cause any of its subsidiaries to do any of the foregoing; (h) unless approved by a majority of the Board of Directors, including the Requisite Directors, make any capital expenditure that is in excess of $300,000 if such expenditure was not included in a budget approved by the Board of Directors; (i) amend or waive any provision of the Certificate of Incorporation or Bylaws; (j) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any other distribution on on, any shares of capital stock of the Company Issuer other than (i) redemptions of the Series-A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock and Series E-1 Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Series A Preferred Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or Series B Preferredother persons who performed services for the Issuer or any subsidiary in connection with the cessation of such services pursuant to the terms of any stock option or restricted stock agreement; (vk) declare decrease or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change increase the authorized number directors or composition size of the Board of Directors of the CompanyDirectors; (ixl) take unless approved by the Board of Directors, including the Requisite Directors, incur indebtedness, including guaranties, letters of credit and capital leases by the Issuer, in excess of $300,000 in the aggregate in excess of any action that would adversely affect Board approved or harm budgeted amount, or enter into a material amendment to any instrument, document or agreement evidencing such indebtedness; (m) unless approved by the rights Board of Directors, including the Requisite Directors, acquire the stock or interest all or a substantial portion of the Series A Preferred assets of any other entity that is not a wholly-owned subsidiary of the Issuer for aggregate consideration that exceeds $300,000; (n) unless approved by the Board of Directors, including the Requisite Directors, adopt or Series B Preferredamend any equity incentive plan; or (xo) directly or indirectlyunless approved by the Board of Directors, by voluntary actionincluding the Requisite Directors, (A) seek to avoid or evade the observanceengage in, or performance cause any of its subsidiaries to engage in, in any protective provision set forth in this Section 5 or material transactions with Affiliates (other term or provision hereofthan, or (B) impair with respect to the Issuer, with any rightof its wholly-owned subsidiaries, power or privilege and with respect to subsidiaries of any holder of Series A Preferred or Series B Preferredthe Issuer, with the Issuer).

Protective Provisions. So long In addition to such other limitations as any shares may be provided in the Memorandum and Articles and the Companies Law (2009 Revision) of Series A Preferred or Series B Preferred remain outstandingthe Cayman Islands, written consent of a majority of the Company shall not, and shall cause the other Group Companies to not, and the holders of Series A Preferred and Series B Preferred Ordinary Shares shall be required exercise all of their rights with respect to authorize such Ordinary Shares so as to cause the Company Group Companies to not, effect or to permit otherwise consummate any of its subsidiaries to (by amendment, merger, consolidation or otherwise):the following acts without first obtaining, 7.1 the prior written approval of (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designationholder(s) of the Company or public offering at least 75% of the securities outstanding Series A Shares and Series A1 Shares (in aggregate and on an as-converted basis), and (ii) the holder(s) of at least 50% of the outstanding Series B Shares and Series B1 Shares (in aggregate and on an as converted basis); provided that such requirement shall terminate upon a Qualified Public Offering: (a) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Preferred Shares of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purposeb) any share action to authorize, create or issue shares of Preferred Stock any class or Common Stock, except (A) as unanimously approved by the Board series of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company having preferences superior to or one or more of its subsidiaries pursuant to agreements approved by on a parity with the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valuePreferred Shares in any aspects including without limitation, dividend rights, redemption rights and/or liquidation rights; (iiic) amend any new issuance of any equity securities of the Company’s Certificate of Incorporation or Bylaws; or alter or , including any change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) in the total number of authorized shares Series B Shares and Series B1 Shares, but excluding (i) any issuance of Preferred Stock unless the same ranks junior to the Series A B1 Shares authorized under the Purchase Agreement, (ii) any issuance of Ordinary Shares upon conversion of the Preferred Shares, (iii) the issuance of 66,580,000 Ordinary Shares upon the exercise of the option held by Winsome Group Limited on behalf of Ma ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Ho, Ma Wen Lie, ▇▇▇▇ Lo Yin, Li Jin and Series B other officers, employees and advisors of the Company, (iv) the issuance of up to 151,430,000 Ordinary Shares (or options or warrants therefor) pursuant to employee equity incentive plans, and (v) the issuance of up to 50,246,000 Ordinary Shares upon the exercise of the options granted to certain individuals under the Company’s 2009 Share Incentive Plan; (d) any action of the Company 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 Preferred Shares; (e) any increase or decrease of the authorized number of Ordinary Shares or Preferred Shares of the Company; (f) any amendment of the Memorandum and Articles of Association or other charter documents of the Company (including any Major Subsidiary); (g) any merger or consolidation of the Company (including any Subsidiary) with respect to or into any other business entity in which the distribution shareholders of the Company (including any Subsidiary) immediately after such merger or consolidation held shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity; (h) any transaction or series of transactions that would result in a change of control of the Company (including any Subsidiary); (i) the sale, lease, transfer or other disposition of all or substantially all of the assets on of the Company (including any Subsidiary), except for intra-group transactions among the Company and any Subsidiaries; (j) any licensing or other transfer of the patents, copyrights, trademarks or other intellectual property of the Company (including any Subsidiary) other than in the ordinary course of its business, except for intra-group transactions among the Company and any Subsidiaries; (k) any increase or decrease of the authorized number of the members of the Board (including any committees of the Board) of the Company; (l) effect a liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security Company (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B PreferredSubsidiary); (ivm) declare the declaration or pay any payment of a dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Ordinary Shares or Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors Shares of the Company; (ixn) take any action that would adversely affect or harm the rights or interest increase of the Series A Preferred number of Ordinary Shares of the Company reserved under any employee equity incentive plan; (o) any increase in compensation of any employee of the Company (including any Subsidiary) with an annual salary of US$50,000 or Series B Preferredmore by more than 20% in a twelve (12) month period; (p) the extension by the Company of any loan or guarantee for indebtedness to any director, officer, employee or affiliate of the Company (including any Subsidiary), except for intra-group transactions among the Company and any Subsidiaries; (q) any incurrence of indebtedness in excess of US$1,000,000 in the aggregate to the Company (including any Subsidiary), or creation of any encumbrance whatsoever upon the assets, patents, copyrights, trademarks or other intellectual property of the Company (including any Subsidiary); (r) any purchase by the Company (including any Subsidiary) of real property with a value of US$1,000,000 or more, or any purchase of production facilities with a value of US$500,000 or more, individually or in the aggregate; (s) any transaction or series of transactions that are not in the ordinary course of the Company’s business where the value involved exceeds US$1,000,000, individually or in the aggregate, during any twelve (12) month period,; (t) approval of the annual consolidated budget of the Company; (u) the appointment and removal of any key officer of the Company (including any Major Subsidiary), including the Chief Executive Officer and the Chief Financial Officer; (v) the appointment and/or reappointment of auditors of the Company; or (xw) directly any transaction involving both the Company (including any Subsidiary) and a shareholder of any Group Company or indirectlyany of the Company’s employees, by voluntary actionofficers, directors or shareholders or any affiliate of a shareholder of any Group Company or any of such affiliate’s officers, directors or shareholders, except for intra-group transactions among the Company and any Subsidiaries and employment contracts between a Group Company and its employees that are not otherwise subject to this Section 7, and 7.2 the prior written approval of the holder(s) as at the date hereof (taking no account of any share issuances after the date hereof) of at least 96% of the aggregate of Ordinary Shares and Preferred Shares (on an as-converted basis), provided that such requirement shall terminate upon a Qualified IPO, any repurchase or redemption of any equity securities of the Company other than (A) seek pursuant to avoid contractual rights to repurchase Ordinary Shares from the employees, directors or evade consultants of the observance, Company upon termination of their employment or performance of any protective provision set forth in this Section 5 or other term or provision hereof, services or (B) impair pursuant to a contractual right of first refusal held by the Company. Provided, however that, to the extent that the applicable laws prevent the Company from being bound by any rightof the above provisions, power or privilege of any holder of Series A Preferred or Series B Preferredsuch provisions shall be binding as amongst the parties hereto (other than the Company) and such parties shall take all actions necessary to give effect to such provisions.

Protective Provisions. So (a) For so long as any shares of at least five million (5,000,000) Series A Preferred or Series B Preferred Shares (as adjusted for Recapitalizations) remain outstanding, written the Company shall not take any of the following actions, either directly or indirectly by merger, consolidation, amendment to the Articles or otherwise, without first obtaining the consent of holders of a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendmentShares then outstanding, merger, consolidation or otherwise):voting as a single class: (i) consummate cause or agree to consummate a Liquidation Event (as defined in permit the Certificate redemption, repurchase or other acquisition, directly or indirectly, of Designation) shares of the Company other than (A) the Company’s Ordinary Shares that are being repurchased at a price not higher than the original purchase price pursuant to option agreements or public offering restricted share purchase agreements between the Company and any employees, officers, directors, consultants or service providers or pursuant to a right of first refusal held by the Company and (B) a redemption effected by the Company in accordance with Article 13 or Article 16 of the securities Articles to allow for the conversion of the CompanyPreference Shares into Ordinary Shares; (ii) redeem, purchase declare or otherwise acquire (take any action resulting in payment of dividends or pay into or set aside for a sinking fund for such purpose) any distributions with respect to the share or shares capital of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors (other than redemptions and repurchases permitted under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value(a) above); (iii) amend increase or decrease the authorized number of shares of any class or series of the Company’s Certificate share capital; (iv) amend or determine any provisions of Incorporation the Memorandum or Bylaws; or alter the Articles, or change the any rights, preferences preferences, privileges or privileges of restrictions applicable to the shares holders of Series A Preferred or Series B Preferred so as to affect adversely or harm Shares, except if there is no resulting materially disproportionate adverse effect on the interests of the shares holders of Series A Preferred or Series B PreferredShares; provided, by mergerhowever, consolidation, recapitalization or otherwise; or that the increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless any class or series of the same ranks junior to Company’s share capital (other than the Series A Preferred Shares) or the authorization and Series B Preferred with respect issue of a new senior or pari passu class or series of securities shall not be deemed to the distribution of assets have a materially disproportionate adverse effect on the liquidationholders of Series A Shares; provided, dissolution or winding up further, that consent shall not be required in connection with a Qualified IPO in which Preference Shares are converted into Ordinary Shares pursuant to Article 16 of the CompanyArticles; (v) authorize, the payment of dividends and rights of redemption; designate, reclassify, amend or reclassifyissue, or obligate itself the Company to reclassifydo any of the foregoing with respect to, any class or series of shares equity securities, including any security exercisable for or convertible into securities having preference any equity security, which is or being on a parity with will be senior to or pari passu with, the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred Shares with respect to dividendsany rights, liquidation, redemption preferences or otherwise, privileges or restrictions other than the Series B Preference Shares and Series B-1 Shares and any warrant issued in connection with the issuance of Series B-1 Shares (and any authorized but unissued shares equity securities issued or issuable upon exercise of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferredwarrant); (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature a voluntary dissolution or liquidation of the Company’s business;; or (vii) authorize, enter into or agree to a Deemed Liquidation Event (with the exception of an Approved Sale) or Recapitalization. (b) For so long as at least five million (5,000,000) Series A Shares (as adjusted for Recapitalizations) remain outstanding, the Company shall not take any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Companyfollowing actions, either directly or indirectly by merger, consolidation, amendment to the Articles or otherwise, without first obtaining the approval of a majority of the Board, including at least two (2) Series A Directors: (i) incur any indebtedness over US$500,000 other than trade payables incurred in the ordinary course of business; (viiiii) change the authorized number of directors on the Board; (iii) adopt the annual budget and executive bonus goals; or (iv) incur any capital or composition product development expenditures over US$1,000,000 cumulative to any single company, product or project, except as may be set forth in a budget that was previously approved by a majority of the Board Board, including at least two (2) Series A Directors. (c) For so long as at least five million (5,000,000) Series B-1 Preference Shares (as adjusted for Recapitalizations) remain outstanding, the Company shall not take any of Directors the following actions, either directly or indirectly by merger, consolidation, amendment to the Articles or otherwise, without first obtaining the approval of a majority of the Board, including the Series B-1 Director (as defined in the Articles): (i) amend or determine any provisions of the Memorandum or the Articles, or change any rights, preferences, privileges or restrictions applicable to the holders of Series B-1 Shares, except if there is no resulting materially disproportionate adverse effect on the holders of Series B-1 Shares; provided, however, that the increase or decrease of authorized shares of any class or series of the Company’s share capital (other than the Series B-1 Shares) or the authorization and issue of a new senior or pari passu class or series of securities shall not be deemed to have a materially disproportionate adverse effect on the holders of Series B-1 Shares; provided, further, that consent shall not be required in connection with a Qualified IPO in which Preference Shares are converted into Ordinary Shares pursuant to Article 16 of the Articles; (ii) sale or disposition of the whole or a substantial part (more than 25% of the assets on a consolidated basis) of the business, goodwill or assets of the Company or any material subsidiary of the Company through sale, merger, acquisition, consolidation, or reorganization involving a change of control of the company in which the consideration for the Company taken as a whole is less than US$700,000,000 (less any required withholding, holdbacks or escrows); (iii) a voluntary dissolution or liquidation of the Company; (ixiv) take any action that would adversely affect change or harm the rights or interest expansion of the Series A Preferred business scope of the Company; (v) any acquisition of or Series B Preferredany investments in entities or businesses outside of the existing business scope of the company or any acquisition involving consideration in excess of US$20,000,000; (vi) cause or permit the redemption, repurchase or other acquisition, directly or indirectly, of shares of the Company other than (A) the Company’s Ordinary Shares that are being repurchased at a price not higher than the original purchase price pursuant to option agreements or restricted share purchase agreements between the Company and any employees, officers, directors, consultants or service providers or pursuant to a right of first refusal held by the Company and (B) a redemption effected by the Company in accordance with Article 13 or Article 16 of the Articles to allow for the conversion of Preference Shares into Ordinary Shares; or (xvii) authorize, enter into or agree to a Deemed Liquidation Event (with the exception of an Approved Sale) or Recapitalization. (d) For so long as at least five million (5,000,000) Series B-1 Preference Shares (as adjusted for Recapitalizations) remain outstanding, the Company shall not take any of the following actions, either directly or indirectlyindirectly by merger, by voluntary actionconsolidation, amendment to the Articles or otherwise, without first obtaining the approval of: (Ai) seek to avoid the extent there are six (6) or evade more Directors sitting on the observanceBoard, five (5) Directors and (ii) to the extent there are five (5) or performance fewer Directors sitting on the Board, a majority of the Board including at least one (1) of the Series B-1 Director, the Ordinary Share Director or the Independent Director: (i) approval of any protective provision set forth related party transaction (or series of related transactions) involving consideration or value in this Section 5 excess of US$20,000; provided that the interested director(s) (if any) shall be required to disclose their interest therein and abstain from deliberation and voting therefor (but shall be counted for the purposes of quorum); provided further that if the previous proviso is not met, such transaction(s) must be approved by a majority of the Board, including the Series B-1 Director if such Director is not an interested director; (ii) incur additional indebtedness, commitments or guarantees of indebtedness in excess of US$5,000,000; (iii) approval of any new option plans or other term equity incentive arrangements or provision hereofgrant of incentive options; (iv) approval of annual budget or material amendment thereof; (v) any single expenditure in excess of US$1,000,000 or expenditures in excess of US$5,000,000 in any 12-month period which are not included in an approved annual budget; (vi) determination of timing, or (B) impair any right, power or privilege venue and valuation of any holder IPO of Series A Preferred or Series B Preferredthe Company other than a Qualified IPO; or (vii) appointment of the Company’s corporate officers.

Protective Provisions. So (a) The holders of the Preference Shares shall have the following consent rights (“Protective Provisions”), which shall be subject to a vote at a Special General Meeting of the shareholders of the Company: (b) Subject to Bye-law 3(b)(v)(c), for so long as at least 4,056,978 Preference Shares (as adjusted for share consolidations, subdivisions, share dividends, redesignations, reclassifications, recapitalizations and the like) remain in issue, the Company shall not, without first obtaining the Requisite Approval, engage in any shares of Series A Preferred or Series B Preferred remain outstanding, written consent of a majority of the holders of Series A Preferred and Series B Preferred shall be required to authorize the Company or to permit any of its subsidiaries to (by amendment, merger, consolidation or otherwise):following: (i) consummate any action that authorizes, creates or agree issues any shares having preferences superior to consummate or on a Liquidation Event (as defined in parity with the Certificate any series of Designation) of the Company or public offering of the securities of the CompanyPreference Shares; (ii) redeemany amalgamation, purchase consolidation, acquisition or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares similar transaction of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or with one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under other companies in which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser shareholders of the original purchase price Company prior to such transaction, or then fair market valueseries of related transactions, would hold shares representing less than a majority of the voting power of the issued shares of the surviving company immediately after such transaction or series of transactions; (iii) amend any acquisition or divestiture of assets (including, without limitation, intellectual property assets) other than licensing of intellectual property in the ordinary course of business and sale leasebacks (other than sale leasebacks of intellectual property) and sales of equity or similar financing transactions (a) having a value of greater than fifty million United States Dollars (USD 50,000,000) or (b) with any affiliate or shareholder of the Company if such acquisition or divestiture has a value of greater than twenty-five million United States Dollars (USD 25,000,000); (iv) the sale of all or substantially all of the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease assets (other than by redemption or conversion“ Sale Event”); (v) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, ; (vi) the declaration or payment of dividends and rights a dividend on the Ordinary Class Shares (other than a dividend payable solely in Ordinary Class Shares) or redemption or repurchase of redemption; Ordinary Class Shares or reclassifypreference shares senior to, junior to or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred Preference Shares except in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred accordance with respect to dividends, liquidation, redemption or otherwise, other than obligations existing at the time of the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred pursuant to compensation, equity incentive and other employment arrangements, or Series B Preferred); (ivlending or equipment lease financing or similar transactions referred to in Bye-law 3(b)(iii)(l)(iv)(D) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferred; (v) declare or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature of the Company’s businesshereof; (vii) enter into any sale except in the circumstances set out in Bye-laws 3(b)(i)(c) or license (or similar arrangement) with any third party of any material intellectual propertyd), any material product increase or any material technology decrease in the authorised number of Directors of the CompanyCompany (provided, that the approval required for such action shall be the Requisite Approval without taking into account Preference Shares other than in the ordinary course of businessVoting Preference Shares); (viii) change the authorized number directors or composition incurrence of any Indebtedness (as defined in the Amended and Restated Credit Agreement, dated as of December 21, 2000, among Stratus Computer (DE), Inc., a Delaware corporation, Stratus Technologies International S.à.▇.▇. (formerly known as Stratus Computer Systems S.à.▇.▇.), a company organized under the laws of Luxembourg, the several lenders from time to time parties thereto, the JPMorgan Chase Bank (formerly known as Chase Manhattan Bank), a New York banking corporation, as administrative agent for the lenders, and the other parties thereto, as amended (“Credit Agreement”)) by the Company and its subsidiaries in an aggregate amount greater than fifty million United States Dollars (USD 50,000,000) in excess of the Board amount outstanding and available to be drawn under the Credit Agreement, unless, after giving effect to the incurrence of Directors such Indebtedness, the ratio of Indebtedness to EBITDA (based on the Companytwelve months ending prior to the month in which such calculation was made) is less than or equal to three (3) times EBITDA; (ix) take an increase, in any action that would adversely affect or harm the rights or interest financial year of the Series A Preferred Company, in the number of options made available pursuant to the Option Pool in excess of two percent (2%) of the maximum number of options (without regard to outstanding or Series B Preferred; or (xexercised options) directly or indirectlyissuable pursuant to the Option Pool, by voluntary action, (A) seek to avoid or evade as the observance, or performance of any protective provision set forth same may have been increased in accordance with this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B PreferredBye-law 3(b)(v)(b)(ix).

Protective Provisions. So long as any shares of Series A Preferred or Series B Preferred remain outstanding, written consent of a majority the Lead Investor beneficially owns at least at least twenty percent (20%) of the holders Conversion Shares underlying the Preferred Shares issued pursuant to the Securities Purchase Agreement (assuming the full conversion of Series A such Preferred and Series B Preferred shall be required to authorize Shares, irrespective of any ownership limitations contained therein), except as otherwise contemplated by Section (2), the Company shall not, either directly or to permit any of its subsidiaries to (indirectly by amendment, merger, consolidation consolidation, recapitalization, reclassification, or otherwise): (i) consummate or agree to consummate a Liquidation Event (as defined in the Certificate of Designation) , do any of the Company following without (in addition to any other vote required by law or public offering of the securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Amended and Restated Certificate of Incorporation or Bylaws; or alter or change Incorporation) the rights, preferences or privileges written consent of the Lead Investor, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect: (a) Create, or authorize the creation of, or issue or obligate itself to issue shares of Series A Preferred of, or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferredreclassify, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock any capital stock unless the same ranks junior to the Series A Preferred and Series B Preferred Shares with respect to the distribution of assets on the liquidationits rights, dissolution or winding up of the Company, the payment of dividends preferences and rights of redemption; or reclassifyprivileges, or obligate itself to reclassify, increase the authorized number of shares of any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred); (iv) declare or pay any dividend or make any other distribution on shares of capital stock of the Company other than dividends on unless the Series A same ranks junior to the Preferred or Series B PreferredShares with respect to its rights, preferences and privileges; (vb) declare Create, or file for bankruptcy authorize the creation of, or any similar event issue, or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change authorize the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party issuance of any material intellectual propertydebt security or create any lien or security interest (except for purchase money liens or statutory liens of landlords, any material product mechanics, materialmen, workmen, warehousemen and other similar persons arising or any material technology of the Company, other than incurred in the ordinary course of business) or incur other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permit any Subsidiary to take any such action with respect to any debt security lien, security interest or other indebtedness for borrowed money, if the aggregate indebtedness of the Company and its Subsidiaries for borrowed money following such action would exceed $10,000,000, other than equipment leases, equipment purchase money loans, trade payables, or a working capital line of credit with customary terms, in each case, entered into in the ordinary course; (viiic) change Directly or indirectly engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the authorized number directors Company and each of its Subsidiaries on the Effective Date; provided, that the foregoing shall not prevent the Company and its Subsidiaries from engaging in any business that is reasonably related or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect incidental or harm the rights ancillary to its or interest of the Series A Preferred or Series B Preferredtheir business; or (xd) directly amend, alter or indirectlyrepeal any provision of the Amended and Restated Certificate of Incorporation or Bylaws of the Corporation in a manner that adversely affects the special rights, by voluntary action, (A) seek to avoid or evade powers and preferences of the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B PreferredStock.

Protective Provisions. So 8.1. In addition to such other limitations as may be provided in the Restated Articles, for so long as any Preferred Shares are outstanding, each Group Company shall not, and the Founders and the BVI Companies shall procure that each Group Company shall not, take any of the following actions without the affirmative vote or prior written consent of (i) the holders of shares carrying more than fifty percent (50%) of the voting power of the then outstanding Series D Preferred Shares, (ii) the holders of shares carrying more than fifty percent (50%) of the voting power of the then outstanding Series C+ Preferred Shares and Series C-4 Preferred Shares, (iii) the holders of shares carrying more than fifty percent (50%) of the voting power of the then outstanding Series C Preferred Shares, (iv) the holders of more than fifty percent (50%) of the then outstanding Series B-2 Preferred Shares, and (v) holders of shares carrying more than fifty percent (50%) of the voting power of the then outstanding Series A Preferred or Series B Preferred remain outstanding, written consent of a majority of the holders of Series A Preferred Shares and Series B B-1 Preferred shall be required to authorize the Company or to permit any of its subsidiaries to Shares (by amendment, merger, consolidation or otherwisevoting as separate classes): (ia) consummate any amendment or agree to consummate a Liquidation Event change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of any of, the Preferred Shares; (as defined in b) any action that authorizes, creates or issues any class of shares of the Certificate of Designation) capital of the Company having preferences superior to or public offering on a parity with any of the Preferred Shares or any new issuance of any securities of the Company; (ii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purposec) any share or action that reclassifies any outstanding shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of into shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market value; (iii) amend the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, having preferences or privileges of the shares of Series A Preferred or Series B Preferred so priority as to affect adversely dividends or harm the interests of the shares of Series A Preferred assets superior to or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A preference of any of the Preferred Shares; (d) any repurchase or Series B redemption of the equity securities of any Group Company other than pursuant to (i) the contractual rights to repurchase the Ordinary Shares or Preferred in Shares from the employees, directors or consultants of any respect; Group Company upon termination of their employment or authorize services pursuant to the stock incentive plan or issueother equity incentive programs, or obligate itself to issue(ii) the redemption rights provided under the Company’s Memorandum and Articles of Association or other charter documents of any Group Company; (e) any increase, decrease or cancellation of the authorized or issued share capital of any equity security (including Group Company or any other security issuance, allotment, or sale of any shares or securities convertible into or exercisable for carrying a right of subscription in respect of shares or any such equity security share warrants or grant or issue any options rights or warrants or which may require the issue of shares in the future or do any act which has the effect of diluting or reducing the effective shareholding of the Investors in the Company; (f) any amendment, modification or change of the Company’s Memorandum and Articles of Association or other charter documents of any stock appreciationGroup Company; (g) any dividend or distribution of the profits of the Company by way of dividend (interim or final), phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption capitalization of reserves or otherwise, other than or any declaration therefor; (h) any increase or decrease of the issuance authorized size of the board of directors of any authorized but unissued Group Company, or amend the rules of appointing the directors as provided herein, or amend the power of any Director; (i) any sale of all or substantially of any of the Group Company’s assets, goodwill, or any material asset or undertaking of any Group Company; (j) commencement of any liquidation, dissolution, winding up or termination of any Group Company; (k) any merger, consolidation or amalgamation of any Group Company with any other entity or entities or any spin-off, sub-division, or any transaction in which the control of any Group Company is transferred, or any other transaction of a similar nature or having a similar economic effect as any of the foregoing, or other forms of restructuring of any Group Company; (l) the initial public offering of any of the Shares or other equity or debt securities of any Group Company (or as the case may be, the shares or securities of Series A Preferred the relevant entity resulting from any merger, reorganization or Series B Preferred designated in other arrangements made by or to the applicable Certificate Company for the purposes of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferredpublic offering); (ivm) declare or pay any dividend or make any other distribution on shares of capital stock event which may negatively affect the rights, preferences, privileges or powers of the Company other Investors herein; provided that, where a special resolution or an ordinary resolution, as the case may be, is required by applicable statute to approve any of the matters listed above, and such matter has not received consent of the holders of shares carrying more than dividends on fifty percent (50%) of the voting power of the then outstanding Series D Preferred Shares, the holders of shares carrying more than fifty percent (50%) of the voting power of the then outstanding Series C+ Preferred Shares and Series C-4 Preferred Shares, the holders of shares carrying more than fifty percent (50%) of the voting power of the then outstanding Series C Preferred Shares, and the holders of more than fifty percent (50%) of the then outstanding Series B-2 Preferred Shares, and holders of shares carrying more than fifty percent (50%) of the voting power of the then outstanding Series B-1 Preferred Shares and Series A Preferred Shares (voting as separate classes), then the Shares held by the holders who voted against the special resolution or Series B Preferredthe ordinary resolution, as the case may be, shall together carry the number of votes equal to the votes of all members who voted for the resolution plus one. 8.2. In addition to such other limitations as may be provided in the Restated Articles, for so long as any Preferred Shares are outstanding, each Group Company shall not, and the Founders and the BVI Companies shall procure that each Group Company shall not, take any of the following actions without the prior written approval of the Board (including the approval of all Investor Directors): (a) ceasing to conduct or carrying on the business of any Group Company substantially as now conducted, any Group Company entering into any new business lines or changing any part of its business activities; (vb) declare deciding on the terms and conditions of the appointment of, and the compensation and salaries payable to, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and President of any Group Company, and any variations to any of such terms, conditions, compensation or file for bankruptcy salaries (provided that determination of such terms, conditions, compensation or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 dayssalaries shall also be subject to the board approval); (vic) materially change any approval of or amendment to or implementation of any stock incentive plan (including the nature ESOP, as defined in Section 9.6) or increase the number of shares reserved for any equity incentive plan (including the Company’s businessESOP); (viid) enter into any sale increase in aggregate compensation (including all benefits and bonus) of any of the five most highly compensated employees or license officers of any Group Company by more than fifty percent (50%) in a twelve (12) months period; (e) any disposing of or similar arrangement) with licensing to any third party of any material intellectual propertypatent, any material product brand, copyright, trademark or any material technology intellectual property of the Group Company, unless such transaction occurs in the ordinary course of business of the Group Company and on normal commercial terms and has been fully disclosed in writing to the Preferred Shareholders prior to the entering into of such transaction; (f) borrowing any money or obtaining any financial facilities except pursuant to trade facilities obtained from banks or other than financial institutions in the ordinary course of business; (viiig) making any loan or advance or giving any credit to any Person outside the ordinary course of business; (h) any investment in securities (excluding fixed-income securities) in a single transaction or a series of transactions where such investment would in the aggregate exceed US$1,000,000, or any investment in futures or derivatives; (i) any incurrence of pledge, lien or charge (whether by way of fixed or floating change, mortgage encumbrance or other security) on all or any of the undertaking, assets or rights of any Group Company except those provided to other Group Companies or for the purpose of securing borrowings from banks or other financial institutions in the ordinary course of business in an aggregate amount not to exceed US$1,000,000; (j) any incurrence of material transaction outside the ordinary course of business of any Group Company in excess of US$1,000,000 or of any capital expenditure greater than US$1,000,000; (k) any action to approve or make adjustments or modifications to terms of transactions between any directors, officers, or shareholders of any Group Company and any Group Company, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director or shareholder of any Group Company; (l) the adoption of and significant modifications to the annual budget or business plan of any Group Company; (m) any appointment, replacement or removal of the auditor or any alteration of the fiscal or auditing policy of any Group Company, or change the authorized number directors or composition of the Board of Directors financial year of the Company; (ixn) take acquiring or disposing of any investment into any entity (regardless if such investment may be capitalized on the Company’s balance sheet or not), in a single transaction or a series of transactions where such investment would in the aggregate exceed US$1,000,000, or incur any commitment in excess of US$1,000,000 at any time in respect of any one transaction or in excess of US$2,000,000 at any time in related transactions in any financial year of the Company and/or any subsidiary; (o) any acquisition or formation of any subsidiary or acquisition of the whole or any substantial part of the undertakings, assets or business of any other company or any entity or any entry into any joint venture or partnership with any other entity or any entry into any merger, consolidation or restructure, in excess of a consideration of more than US$2,000,000; (p) any action that would adversely affect to enter into any related party transaction or harm the rights or interest hiring any relative of the Series A Preferred or Series B Preferredany Founder by any Group Company; or (xq) directly any amendment, extension or indirectly, by voluntary action, termination of the Control Documents (A) seek to avoid or evade as defined in the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B PreferredD-2 Share Purchase Agreement).

Protective Provisions. So long as 10.1 Acts of the Group Companies Requiring Approval of Requisite Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any shares Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the shareholders of the Company shall procure the Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the Requisite Preferred Holders in advance; provided that (i) if any of the following affects adversely the Series A C Preferred Shares specifically or affects adversely the Series C Preferred Shares differently from any other series of the Preferred Shares, such approval shall also include the approval of the holders of at least a majority of the then-outstanding Series C Preferred Shares, (ii) if any of the following affects adversely the Series B Preferred remain outstandingShares differently from any other series of the Preferred Shares, written consent such approval shall also include the approval of the holders of a majority of the holders then-outstanding Series B Preferred Shares, and (iii) if any of the following affects adversely any series of Series A Preferred Shares differently from any other series of the Preferred Shares, such approval shall also include the approval of the holders of a majority of the then-outstanding Series A Preferred Shares (voting together as a single class and Series B on an as-converted basis): (a) any adverse amendment or change of the rights, preferences, privileges, powers, limitations or restrictions of or concerning, or the limitations or restrictions provided for the benefit of, any series of Preferred shall be required Shares in issue; (b) any action that authorizes, creates or issues (A) any class or series of Equity Securities having rights, preferences, privileges, powers, limitations or restrictions superior to authorize or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges, powers, limitations or restrictions superior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, or (B) any other Equity Securities of any Group Company except for (1) the Conversion Shares, (2) the Equity Securities issued pursuant to the Purchase Agreement, and (3) the Equity Securities issued pursuant to the ESOP; (c) any action that reclassifies any outstanding shares into shares having rights, preferences, privileges, powers, limitations or restrictions senior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise; (d) any purchase, repurchase, redemption or retirements of any Equity Security of any Group Company other than Exempted Distributions (as defined in the Memorandum and Articles); (e) any amendment or modification to or waiver under any of the Charter Documents of any Group Company; (f) any declaration, set aside or payment of a dividend or other distribution by any Group Company, or the adoption of, or any change to, the dividend policy of any Group Company; (g) the merger, amalgamation or consolidation of the Company or any Group Company with any Person, or the purchase or other acquisition by any Group Company (whether individually or in combination with the Company or any other Group Company) of all or substantially all of the assets, equity or business of another Person; (h) any sale, transfer, lease, or other disposal of, or the incurrence of any Lien on, any substantial assets of any Group Company (other than Liens incurred in the ordinary course of the Company’s business); (i) any sale, transfer, grant of an exclusive license, or other disposal of, or the incurrence of any Lien on, the Intellectual Property of any Group Company; (j) the commencement of or consent to permit any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its subsidiaries property; (k) any change of the size of the board of directors of any Group Company; (l) any investment in, establishment of, or divestiture or sale or pledge or mortgage by any Group Company of an interest in a Subsidiary; (m) any increase or decrease in the authorized number of Preferred Shares or Ordinary Shares or any series thereof (except pursuant to any conversion of such Preferred Shares in accordance with Article 8.3 of the Memorandum and Articles); (n) any Deemed Liquidation Event or any Share Sale; (o) any increase or decrease in the number of Shares reserved for issuance under the ESOP or other equity incentive plan of the Company; or (p) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect to any of the actions listed above. Notwithstanding anything to the contrary contained herein, where any act listed in clauses (a) through (p) above requires the approval of the shareholders of the Company in accordance with the applicable Laws, and if the shareholders vote in favor of such act but the approval of the Requisite Preferred Holders has not yet been obtained, then the Requisite Preferred Holders in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the shareholders who voted in favor of such act plus one. 10.2 Acts of the Group Companies Requiring Approval of Series C Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the shareholders of the Company shall procure the Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation consolidation, scheme of arrangement, amalgamation, or otherwise):, unless approved in writing by the holders of a majority of then outstanding Series C Preferred Shares in advance: (ia) consummate any action that authorizes, creates or agree to consummate issues any Equity Securities of the Company at a Liquidation Event price per Ordinary Share (on an as converted basis) lower than the Series C Issue Price (as defined in the Certificate of DesignationMemorandum and Articles); (b) any amendment or modification to any of the Company or public offering Charter Documents of the securities of the any Group Company; (c) any merger, amalgamation or consolidation of any Group Company with any Person or business concern; (d) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) redeemliquidation, purchase winding up, dissolution, reorganization, or otherwise acquire arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or pay into the appointment of a receiver, trustee, or set aside other similar official for a sinking fund it or for such purposeany substantial part of its property; (e) any share Deemed Liquidation Event; (f) any initial public offering on a stock exchange (other than the Hong Kong Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market and the PRC A-Share market) (g) any action by a Group Company to authorize, approve or shares enter into any agreement or obligation with respect to any of the actions listed above. Notwithstanding anything to the contrary contained herein, where any act listed in clauses (a) through (g) above requires the approval of the shareholders of the Company in accordance with the applicable Laws, and if the shareholders vote in favor of such act but the approval of the holders of a majority of then outstanding Series C Preferred Stock Shares have not yet been obtained, then the holders of a majority of then outstanding Series C Preferred Shares in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the shareholders who voted in favor of such act plus one. 10.3 Acts of the Group Companies Requiring Board Approval. Regardless of anything else contained herein or Common Stockin the Charter Documents of any Group Company, except (A) as unanimously no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company to, and the shareholders of the Company shall not permit the Company to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved by the Board (so long as such approval includes the consent of Directors a Preferred Director): (a) making any capital commitment or expenditure in excess of US$250,000 which is not provided in the Approved Budget; (Bb) providing any loans or any guarantee for the benefit of any Person other than advances to employees for bona fide business reasons in connection with the Business of the Company not exceeding in the aggregate amount of RMB1,500,000 per operational locality and which are used for the benefit of the Business of the Group; (c) any material change to the business scope, or nature of business of any Group Company, engagement in or investment in any new line or business or cessation of any existing business line of any Group Company; (d) appointment, removal, and approval of the remuneration package of any member of the senior management of any Group Company, including the chief executive officer, the chief operating officer, the chief financial officer, the chief technology officer, general counsel and any other management member at or above such position; (e) the repurchase approval of, or any amendment of, the annual budget or business plan of shares any Group Company, or any deviation from the Approved Budget by an amount in excess of Common Stock from 10% of the aggregate budget amount of the Approved Budget; (f) entering into any joint venture or material alliance with any Person; (g) any transaction (including but not limited to the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) between a Group Company and any Related Party thereof; (h) the adoption, amendment or termination of the ESOP or any other equity incentive, purchase or participation plan for the benefit of any employees, officers, directors and directors, contractors, advisors or consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser any of the original purchase Group Companies; the determination of the exercise price or then fair market valuefor any such options; (iiii) amend the Company’s Certificate of Incorporation appointment or Bylaws; or alter or change the rights, preferences or privileges removal of the shares of Series A Preferred Auditors or Series B Preferred so as to affect adversely the auditors for any other Group Company, or harm any material change in accounting policies and procedures, or the interests change of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up term of the Company, the payment of dividends and rights of redemption; or reclassify, or obligate itself to reclassify, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable fiscal year for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)Group Company; (ivj) declare or pay any dividend or make initial public offering of any other distribution on shares Equity Securities of capital stock of the Company other than dividends on the Series A Preferred or Series B Preferredany Group Company; (vk) declare any transaction with any employee or file for bankruptcy or any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days; (vi) materially change the nature Affiliates of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party of any material intellectual property, any material product or any material technology of the Company, other than in Group Companies outside the ordinary course of business, including the compensation (in cash or equity) of or any loans to the Principals, officers and directors of the Group Companies; (viiil) change the authorized number directors or composition incurrence by a Group Company of the Board of Directors of the Companyany Indebtedness; (ixm) take any action that would adversely affect adoption of or harm change to, a significant tax or accounting practice or policy or any internal financial controls and authorization policies, or the rights making of any significant tax or interest of the Series A Preferred or Series B Preferredaccounting election; or (xn) directly any action by a Group Company to authorize, approve or indirectly, by voluntary action, (A) seek enter into any agreement or obligation with respect to avoid or evade any of the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferredactions listed above.

Protective Provisions. So 4.1 For so long as any shares Series A Preferred Share remains outstanding, in addition to any other vote or consent required elsewhere in the Memorandum and Articles of Association, the Company shall not (and shall not permit any Group Company to) take any of the following actions without the affirmative vote of holders holding a number of Series A Preferred Shares representing more than two thirds (66.67%) of the then outstanding Series A Preferred Shares (voting together on an as-converted basis): (A) Amend, alter, waive or repeal any provision in connection with any of the rights, powers, privileges, preferences or restrictions for Series B A Preferred remain outstandingShares; (B) Authorize, written consent create or issue any new class or series of shares, or reclassify any outstanding shares of the Company, having rights, powers, privileges, preferences or restrictions senior to or on a majority parity with Series A Preferred Shares; (C) Amend, alter, waive or repeal any provision of the Memorandum of Association, Articles of Association, or other constitutional or governance documents with prejudice to the rights, powers, privileges, preferences or restrictions for Series A Preferred Shares; (D) Issue, sell, mortgage, pledge, lease, transfer or otherwise dispose of any equity interests or credit rights of the Company; (E) Repurchase or redemption of any securities of the Company; (F) Sell, mortgage, pledge, lease, transfer or otherwise dispose of substantially all of the assets of the Company or any Group Company; (G) Engage in any recapitalization, reorganization, split-off, spin-off, or filing for bankruptcy, or any voluntary dissolution, winding-up, or liquidation of the Company or any Group Company; (H) Declare or pay a distribution or dividend with respect to the Common Shares (referring to distributions or dividends with respect to the Common Shares declared solely payable or paid solely to holders of Common Shares); (I) Incur any indebtedness for borrowed money, or issue, assume, guarantee or create any liability for borrowed money, the collective, aggregate outstanding amount of which at any given time for the Company and any Group Company is US$100,000 or more; (J) Make any loans or guarantees by the Company or any Group Company to or for the benefit of any director, member of senior management or any employee of the Company or any Group Company; (K) Purchase or lease any automobile vehicles valued in excess of US$25,000 by the Company or any Group Company; (L) Purchase by the Company or any Group Company any securities in any other Person in excess of US$20,000 in aggregate over any twelve-month period; (M) Increase the compensation in excess of 15% of any of the five employees that receive the highest payment in the Company or any Group Company over any twelve-month period; (N) Except as specifically contemplated in the Share Purchase Agreement and the ancillary documents thereto, the entry into any transaction or series of transactions between (or the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) (i) which is between, the Company or any Group Company, on the one hand, and the holder of any equity interest in the Company or any Group Company (other than with respect to any equity interest held therein by the Company or another Group Company), or any director, officer or employee of the Company or any Group Company, or any director, officer or employee of the Company’s Affiliates, on the other hand, and (ii) which is not in the ordinary course of business or for which the aggregate value exceeds the equivalent of US$25,000. (O) Cause or make material alteration to the business plan or annual budget plan of the Company or any Group Company; (P) Appoint the directors of any Group Company; (Q) Contract with or rescind contract with any distributor that represents 5% or more of the sales volume of the Company and the Group Companies; (R) Approve annual business plan or annual budget plan and stock option incentive plan of the Company; (S) Form any joint venture or wholly-owned subsidiary by the Company or any Group Company; and (T) Hire, fire, reappoint or determine or change the compensation by 30% or more within one (1) year of any of the Chief Executive Officer, Chief Operating Officer, Chief Technology Officer, Chief Financial Officer, or other member of senior management, as considered important by the Board, of the Company or any Group Company. provided, however, that where any resolution of the Company is required to approve any of the matters listed above and such matters have not received the approval of the holders of Series A Preferred and Shares required by these Articles, the number of votes of the holders of Series B A Preferred Shares shall be equal to the number of votes of the other Members who voted for the resolution plus one. 4.2 For so long as any Series A Preferred Share remains outstanding, in addition to any other vote or consent required to authorize elsewhere in the Memorandum and Articles of Association, the Company or shall ensure that the directors appointed by the Company to permit any Group Company that is wholly-owned by the Company (a “Wholly-Owned Group Company”) would not take any of its subsidiaries to the following actions without the affirmative vote of holders holding a number of Series A Preferred Shares representing more than two thirds (by amendment, merger, consolidation or otherwise):66.67%) of the then outstanding Series A Preferred Shares (voting together on an as-converted basis) of the Company: (i) consummate Cause or agree make any alteration or amendment to consummate a Liquidation Event (as defined in the Certificate Articles of Designation) Association or other constitutional documents of the Company or public offering of the securities of the any Wholly-Owned Group Company; (ii) redeemLiquidate, purchase terminate or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) dissolve any share or shares of Preferred Stock or Common Stock, except (A) as unanimously approved by the Board of Directors or (B) the repurchase of shares of Common Stock from employees, officers, directors and consultants performing services for the Company or one or more of its subsidiaries pursuant to agreements approved by the Board of Directors under which the Company has the right to purchase such shares upon the cessation of employment at a price equal to the lesser of the original purchase price or then fair market valueWholly-Owned Group Company; (iii) amend Increase the Company’s Certificate of Incorporation or Bylaws; or alter or change the rights, preferences or privileges of the shares of Series A Preferred or Series B Preferred so as to affect adversely or harm the interests of the shares of Series A Preferred or Series B Preferred, by merger, consolidation, recapitalization or otherwise; or increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock unless the same ranks junior to the Series A Preferred and Series B Preferred with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; or reclassifyregistered capital, or obligate itself to reclassifytransfer the profits, any class or series of shares into securities having preference or being on a parity with the Series A Preferred or Series B Preferred in any respect; or authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security and any stock appreciation, phantom stock or similar vehicle) having a preference over, or being on a parity with, Series A Preferred or Series B Preferred with respect to dividends, liquidation, redemption or otherwise, other than the issuance of any authorized but unissued shares of Series A Preferred or Series B Preferred designated in the applicable Certificate of Designation (including any security convertible into or exercisable for such shares of Series A Preferred or Series B Preferred)Wholly-Owned Group Company; (iv) declare Sell all or pay any dividend or make any other distribution on shares of capital stock substantially all of the assets of any Wholly-Owned Group Company, or merge or consolidate any Wholly-Owned Group Company with other than dividends on the Series A Preferred or Series B PreferredPerson; (v) declare or file for bankruptcy or Change the business scope of any similar event or suffer an undischarged involuntary bankruptcy proceeding for more than 30 days;Wholly-Owned Group Company; and (vi) materially change Appoint the nature of the Company’s business; (vii) enter into any sale or license (or similar arrangement) with any third party general manager of any material intellectual property, any material product or any material technology of the Wholly-Owned Group Company, other than in the ordinary course of business; (viii) change the authorized number directors or composition of the Board of Directors of the Company; (ix) take any action that would adversely affect or harm the rights or interest of the Series A Preferred or Series B Preferred; or (x) directly or indirectly, by voluntary action, (A) seek to avoid or evade the observance, or performance of any protective provision set forth in this Section 5 or other term or provision hereof, or (B) impair any right, power or privilege of any holder of Series A Preferred or Series B Preferred.