Common use of Protective Provisions Clause in Contracts

Protective Provisions. (a) The parties hereto agree that the Company and its Subsidiaries shall have the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than the Fortress Shareholders (any such transaction, an “IP Transaction”) in the ordinary course of business pursuant to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board of Directors, including the vote of at least one Fortress Designee. (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any Shareholder.

Protective Provisions. (a) The parties hereto agree Company shall not sell or issue any New Securities without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the Shareholders holding at least 66.7% of the then total issued and outstanding Ordinary Shares held by all Shareholders. The Company shall not sell or issue any New Securities at a purchase price that has a pre-money valuation of the Company of less than US$6 billion without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the Shareholders holding at least 90% of the then total issued and outstanding Ordinary Shares held by all Shareholders. (b) Without prejudice to Section 10.2(a) above, the Company shall not, and shall not permit any other applicable Group Company to, except as expressly permitted under this Agreement or in connection with any put right of a Shareholder as set forth in the applicable Subscription Agreements, carry out any of the following actions involving itself or any of its Subsidiaries as applicable without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the Shareholders holding at least 66.7% of the then total issued and outstanding Ordinary Shares held by all Shareholders: (i) altering or changing the rights, or privileges of the Ordinary Shares or creating (by reclassification or otherwise) any new class or series of shares having rights, preferences or privileges senior to or on a parity with the Ordinary Shares; (ii) reclassifying any outstanding Ordinary Shares into shares having rights, preferences or privileges with respect to dividends or assets senior to or on a parity with the Ordinary Shares; (iii) declaring or paying any dividend or distribution or otherwise redeeming or repurchasing any issued and outstanding shares of the Company; (iv) making any acquisition, sale of control or assets, merger, consolidation, joint venture or partnership arrangements exceeding the materiality threshold established by the Board from time to time, except pursuant to the exercise of the Drag-Along Right; (v) effecting an increase or reduction of the authorized share capital, split-off, spin-off, dissolution, liquidation, winding-up or bankruptcy of the Company or any material Subsidiary thereof (for the avoidance of doubt, issuance of any shares under the exceptional proviso of the definition of “New Securities” shall have not be subject to such approvals); (vi) selling, mortgaging, pledging, leasing, transferring, incurring a lien on or otherwise disposing of substantially all of its assets or any of the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than the Fortress Shareholders (any such transaction, an “IP Transaction”) in assets which are outside the ordinary course of business pursuant of the Company and exceeding the materiality threshold established by the Board from time to time; (vii) making any research material changes to or engaging in any business materially different from the Core Business, or ceasing any material existing business line or activities of the Company; (viii) incurring any material indebtedness or assuming any material financial obligation exceeding the materiality threshold established by the Board from time to time and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in outside the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until ; (ix) making any capital expenditures or investment in any other company exceeding US$400,000,000 or such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval other materiality threshold established by the Board of Directors, including the vote of at least one Fortress Designee.from time to time; (bx) Until such time as creating any encumbrance over the Fortress Shareholders own in the aggregate less than 10% whole or part of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***]share capital, the Company and its Subsidiaries shall notundertaking, directly material property or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property material assets of the Company or any of its Subsidiariesmaterial Subsidiary thereof, other than as permitted by the annual budget or the business and financial plan approved by the Board; (iixi) issue any Equity Securities increasing or decreasing the authorized size of the Company that are senior to the Ordinary Shares with respect to the right to receive Board; or (xxii) dividends amending or other distributions to shareholders or (y) proceeds in the event waiving any provision of the liquidation, dissolution or winding-up of the Company (including for such purposes Articles in connection with any change of control transaction), (iii) alter, amend a manner that would alter or change the rights, preference preferences or privileges of the Ordinary Shares. (c) The Company shall not, and shall not permit any other Group Company to, make any changes to any of the Control Documents including any transfer or assignment of any party’s rights and obligations under any of the Control Documents and any appointment of representatives, specified persons or proxies under the Control Documents, except as contemplated in connection with this Agreement or by the Tencent Transaction Documents, without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the holders of at least 66.7% of the then total issued and outstanding Ordinary Shares of the Company. (d) Without prejudice to Section 10.2(b) above, the Company shall not, and shall not permit any reclassificationother Group Company to, recapitalizationcarry out any of the following actions involving itself or any of its Subsidiaries without first obtaining the prior written approval of Tencent: (i) any merger, reorganization consolidation, transfer of shares or restructuring, other form of restructuring of the Company involving a Restricted Person; (ii) any sale of all or substantially all of the assets of the Group Companies to a Restricted Person; (iii) any issuance of New Securities by the Company to any Restricted Person; (iv) recommend, directly entering into any joint venture or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of partnership arrangement with a Fortress Designee any Person other than a Fortress Designee, Restricted Person; or (v) make engaging in any proposal to amend, repeal or otherwise modify any provision of business other than the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any ShareholderCore Business.

Protective Provisions. For so long as the Beneficial Ownership Percentage is at least twenty-five percent (25%), the Company will not, without the prior written consent of the Investor: (a) The parties hereto agree that the Company and its Subsidiaries shall have the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than the Fortress Shareholders (amend any such transaction, an “IP Transaction”) in the ordinary course of business pursuant to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry of the Company’s Organizational Documents (except as provided in Section 3.11); (b) declare or pay any dividends, purchase, redeem, retire, or otherwise acquire for value any of its equity (or rights, options or warrants to purchase such equity) now or hereafter outstanding, return any capital to its shareholders as such, or make any distribution of assets to its shareholders as such; provided thatprovided, until such time as however, that nothing herein contained will prevent the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Company from retiring, repurchasing or otherwise acquiring Ordinary Shares (including Ordinary Shares underlying represented by American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject or Share Equivalents (x) pursuant to approval existing agreements or pursuant to future agreements approved by the Board of Directors, (including the vote of at least one Fortress Designee. (b1) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***]Investor Director), the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidationany securities held by officers, dissolution employees, directors or winding-up consultants of the Company in which the Company has the option to retire, repurchase or otherwise acquire such shares upon the occurrence of certain events, including, without limitation, the termination of employment; (including for such purposes c) liquidate, dissolve or wind up the Company; (d) merge or consolidate, or engage in connection a consolidation or scheme of, the Company with any change of control transaction), (iii) alter, amend or change another entity pursuant to which the rights, preference or privileges holders of the Ordinary SharesCompany’s voting equity securities as of immediately prior to the transaction own less than fifty percent (50%) of the voting securities of the surviving entity, including in connection with any reclassificationexcept for a merger or consolidation effected solely for the purpose of changing the Company’s domicile or jurisdiction of incorporation or organization; (e) sell, recapitalizationlease, reorganization license or restructuring, dispose of all or substantially all of the Company’s assets; (iv) recommend, directly or indirectly, or take any other action to (Af) increase or decrease the size authorized number of members of the Board of Directors or Board; (Bg) co-opt or appoint to the Board of Directors in place of a Fortress Designee enter into any Person business other than a Fortress Designee, the solar-related business; or (vh) make any proposal to amend, repeal amend the Notes or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any ShareholderIndenture.

Protective Provisions. (a) The parties hereto agree Company shall not sell or issue any New Securities without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the Shareholders holding at least 66.7% of the then total issued and outstanding Ordinary Shares held by all Shareholders. The Company shall not sell or issue any New Securities at a purchase price that has a pre-money valuation of the Company of less than US$6 billion without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the Shareholders holding at least 90% of the then total issued and outstanding Ordinary Shares held by all Shareholders. (b) Without prejudice to Section 10.2(a) above, the Company shall not, and shall not permit any other applicable Group Company to, except as expressly permitted under this Agreement or in connection with any put right of a Shareholder as set forth in the applicable Subscription Agreements, carry out any of the following actions involving itself or any of its Subsidiaries as applicable without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the Shareholders holding at least 66.7% of the then total issued and outstanding Ordinary Shares held by all Shareholders: (i) altering or changing the rights, or privileges of the Ordinary Shares or creating (by reclassification or otherwise) any new class or series of shares having rights, preferences or privileges senior to or on a parity with the Ordinary Shares; (ii) reclassifying any outstanding Ordinary Shares into shares having rights, preferences or privileges with respect to dividends or assets senior to or on a parity with the Ordinary Shares; (iii) declaring or paying any dividend or distribution or otherwise redeeming or repurchasing any issued and outstanding shares of the Company; (iv) making any acquisition, sale of control or assets, merger, consolidation, joint venture or partnership arrangements exceeding the materiality threshold established by the Board from time to time, except pursuant to the exercise of the Drag-Along Right; (v) effecting an increase or reduction of the authorized share capital, split-off, spin-off, dissolution, liquidation, winding-up or bankruptcy of the Company or any material Subsidiary thereof (for the avoidance of doubt, issuance of any shares under the exceptional proviso of the definition of “New Securities” shall have not be subject to such approvals); (vi) selling, mortgaging, pledging, leasing, transferring, incurring a lien on or otherwise disposing of substantially all of its assets or any of the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than the Fortress Shareholders (any such transaction, an “IP Transaction”) in assets which are outside the ordinary course of business pursuant of the Company and exceeding the materiality threshold established by the Board from time to time; (vii) making any research material changes to or engaging in any business materially different from the Core Business, or ceasing any material existing business line or activities of the Company; (viii) incurring any material indebtedness or assuming any material financial obligation exceeding the materiality threshold established by the Board from time to time and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in outside the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until ; (ix) making any capital expenditures or investment in any other company exceeding US$400,000,000 or such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval other materiality threshold established by the Board of Directors, including the vote of at least one Fortress Designee.from time to time; (bx) Until such time as creating any encumbrance over the Fortress Shareholders own in the aggregate less than 10% whole or part of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***]share capital, the Company and its Subsidiaries shall notundertaking, directly material property or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property material assets of the Company or any of its Subsidiariesmaterial Subsidiary thereof, other than as permitted by the annual budget or the business and financial plan approved by the Board; (iixi) issue any Equity Securities increasing or decreasing the authorized size of the Company that are senior to the Ordinary Shares with respect to the right to receive Board; or (xxii) dividends amending or other distributions to shareholders or (y) proceeds in the event waiving any provision of the liquidation, dissolution or winding-up of the Company (including for such purposes Articles in connection with any change of control transaction), (iii) alter, amend a manner that would alter or change the rights, preference preferences or privileges of the Ordinary Shares. (c) The Company shall not, and shall not permit any other Group Company to, make any changes to any of the Control Documents including any transfer or assignment of any party’s rights and obligations under any of the Control Documents and any appointment of representatives, specified persons or proxies under the Control Documents, except as contemplated in connection with this Agreement or by the Tencent Transaction Documents, without first obtaining the approval (by vote or written consent, as provided by applicable Laws or the Articles) of the holders of at least 66.7% of the then total issued and outstanding Ordinary Shares of the Company. (d) Without prejudice to Section 10.2(b) above, the Company shall not, and shall not permit any reclassificationother Group Company to, recapitalizationcarry out any of the following actions involving itself or any of its Subsidiaries without first obtaining the prior written approval of Tencent: (i) any merger, reorganization consolidation, transfer of shares or restructuring, other form of restructuring of the Company involving a Restricted Person; (ii) any sale of all or substantially all of the assets of the Group Companies to a Restricted Person; (iii) any issuance of New Securities by the Company to any Restricted Person; (iv) recommend, directly entering into any joint venture or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of partnership arrangement with a Fortress Designee any Person other than a Fortress Designee, Restricted Person; or (v) make engaging in any proposal to amend, repeal or otherwise modify any provision of business other than the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any ShareholderCore Business.

Protective Provisions. For so long as the Investor holds (ataking into account, for the avoidance of doubt, a designee of ACCBT) The parties hereto agree that at least 5% of the issued and outstanding share capital of the Company, no obligation of the Company (which, for purposes of this Section is deemed to include any subsidiary of the Company) will be entered into, no decision will be made, and no action will be taken by or with respect to the Company, either directly or indirectly (including by merger, consolidation or reclassification, or through the making of any shareholder proposal by any of its Subsidiaries shall have shareholder), with respect to the following matters without the written consent of the Investor: 5.7.1 any change in the Certificate of Incorporation or the Bylaws, or alteration of the capital structure of the Company through any reclassification or consolidation; 5.7.2 the allotment or issuance of any shares or other securities (including convertible debt) of the Company (or the entering into of any agreement or the making of any offer or the granting of any right capable of becoming an agreement to terminate allot or issue any shares or other securities of the Company), except for: (i) shares issuable pursuant to (A) the Warrants, this Agreement and outstanding share options, convertible debt or warrants existing as of the date hereof, (B) up to 2,180,000 shares issuable to Company’s service providers under existing arrangements, and Common Shares under the Company’s equity incentive plans (where applicable), and (C) shares issuable as an introduction fee for the transaction contemplated hereby acceptable to the Investor, at its sole discretion; (ii) where the Investor has given notice of its declination, or otherwise fails, to make further payments toward the Maximum Subscription Price; and (iii) where prior to the First Closing the Company accepts any offer for investment in the Company of up to $500,000, in the same terms of the investments made by Xxxx Xxxxxxxxx as of March 14, 2007; 5.7.3 the redemption, repurchase or other acquisition by the Company of any of its shares (or the payment into or setting aside of a fund for such purpose); 5.7.4 the declaration or payment of any dividend or the making of any distributions to any holders of any shares in the capital of the Company; 5.7.5 any dealings with, or the making of any payments to, any Person that is not at arm’s length to the Company, its directors, officers, employees or shareholders (or any of their respective Affiliates), except for those outstanding obligations existing as of the date hereof; 5.7.6 the sale, lease, exchange or other disposition granting of a security interest in, or exclusive license of, any material part of or all or substantially all of the property or assets (including intellectual property and license, sub-license property) of the Company or contribute their intellectual property to third parties other the incurrence of any Indebtedness or capital expenditures greater than the Fortress Shareholders $25,000 (any such transaction, an “IP Transaction”) except in the ordinary course of business pursuant to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into for a debt investment in the ordinary course Company up to $500,000 prior to the First Closing Date); 5.7.7 the taking of business and in a manner consistent with market practice for any steps to voluntarily liquidate, dissolve, wind-up or otherwise terminate the industry corporate existence of the Company; provided that; 5.7.8 the creation, until such time as acquisition or disposition of any subsidiary, the Fortress Shareholders own purchase or acquisition of any partnership interest or securities issued by, or other equity or ownership interest in, any other entity, participation in any joint venture or strategic alliance; 5.7.9 any material change to the aggregate less than 10% direction of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board of Directors, including the vote of at least one Fortress Designee. (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property business of the Company or the related business plan as described in the SEC Documents; 5.7.10 engage in any share sale or exchange, merger, consolidation, amalgamation, arrangement, asset acquisition or any other similar transaction the effect of its Subsidiaries, (ii) issue any Equity Securities which is to place control of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities business of the Company in a manner adverse the hands of an arm’s length third party; 5.7.11 any acquisition of at least the majority of shares or all, or substantially all, of the assets of any other Person; 5.7.12 pay any compensation to any Shareholderofficer, director or employee involving a cash or cash equivalent commitment of more than US$60,000 per annum (not taking into account any share-based awards pursuant to a board approved plan or existing arrangements); or 5.7.13 any commitment or agreement to do any of the foregoing.

Protective Provisions. (a) The parties hereto agree that the Company and its Subsidiaries shall have the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than the Fortress Shareholders (any such transaction, an “IP Transaction”) in the ordinary course of business pursuant to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board of Directors, including the vote of at least one Fortress Designee. (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, : (i) incur amend, alter or issue repeal any indebtedness provision of the Memorandum and Articles of Association in a manner that would encumber adversely effect any intellectual property Shareholder; (ii) sell, transfer or lease, whether in a single transaction or pursuant to a series of related transactions or plan, all or a substantial portion of the assets of the Company or any of its material Subsidiaries, ; (iiiii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the effect a voluntary liquidation, dissolution or winding-winding up of the Company or any of its material Subsidiaries; (including for such purposes iv) approve any merger, scheme of amalgamation or similar transaction in connection with which (i) the Shares held immediately prior to a transaction by a Shareholder will be diluted disproportionately to any other Shareholders (except where this arises in a transaction involving the issuance of Shares by the Company and a Shareholder has not exercised its pre-emptive rights set out in Article IV) or (ii) any Shareholder would not receive the same form of consideration as any other Shareholders; or (v) convert (by merger or otherwise) the Company from an exempted company incorporated in the Cayman Islands with limited liability to any other entity, other than an entity with the same tax attributes in another jurisdiction. (b) The Company shall not, without Supermajority Consent: (i) appoint outside independent auditors for the Company or replace such auditors; (ii) materially change the nature of control transaction), the business of the Company and its Subsidiaries; or (iii) alterissue equity incentive awards (either in the form of options, amend restricted stock or change other similar awards) to directors, officers or employees, which awards represent in the rights, preference or privileges aggregate in excess of 10% of the Ordinary outstanding Shares, including calculated as of December 29, 2006 (giving effect to any stock splits, combinations or similar transactions effected after such date). (c) The Company shall not enter into any Related Party Transaction unless approved by the Shareholders representing a majority of the outstanding Shares (other than those Shares Beneficially Owned by any Shareholder who may have an interest (other than as a Shareholder) in connection with such Related Party Transaction, either directly or indirectly through such Shareholder’s Affiliates or a Significant Shareholder Debtor, as the case may be). (d) The Company shall not redeem Capital Securities other than on a pro rata basis from every Shareholder holding such Capital Securities and the Company shall not redeem debt securities held by any reclassificationShareholder or any of its Affiliates, recapitalizationexcept as required by the Note Purchase Agreement or the terms of the Notes; provided that the foregoing shall not prohibit the redemption or repurchase of Capital Securities issued to directors, reorganization officers or restructuringemployees of the Company, whether originally issued pursuant to an employee stock plan approved by the Board of Directors or otherwise, at a purchase price of not more than the fair market value of such Capital Securities at the time of the redemption or repurchase, as reasonably determined by the Board of Directors or any committee delegated by the Board of Directors. (ive) recommendEach Shareholder agrees (i) not to, and cause the Company, its Subsidiaries and its representatives not to, take any action that, directly or indirectly, will frustrate or take any other action circumvent the provisions of this Agreement, and (ii) to cause its representatives on the Board, consistent with their fiduciary obligations under applicable law, to act in the best interest of all members/shareholders and not individual shareholders/members. (Af) increase The Company shall only appoint a director, officer, manager or decrease employee, including the size determination of the Board of Directors terms on which such director, officer, manager or (B) co-opt employee shall serve and any remuneration to be paid, on arms length terms or appoint terms more favorable to the Board Company than arms length terms. (g) As soon as reasonably practicable following the request of Directors Xxxxxxx, which request may be made at any time after Xxxxxxx ceases to own at least a majority of the outstanding Capital Securities, the Company shall (i) cease, and cause its Affiliates to cease, to use the name “Xxxxxxx” or any abbreviation of or derivation from that name or any name similar to it in place any form whatsoever, including in respect of advertising and promotional materials and (ii) amend its memorandum and articles of association or similar governing document to change its name to a Fortress Designee any Person other than name that does not contain the word “Xxxxxxx,” or substantially similar words. Each Shareholder shall take all necessary action, in its capacity as a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision shareholder of the Company’s articles of association that would be reasonably expected , to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of cause the Company in a manner adverse to any Shareholdercomply with its obligations under this Section 7.4(h).

Protective Provisions. In addition to any approvals required by law, so long as the Purchasers retain through beneficial ownership shares of capital stock representing, on an as-converted basis, at least 7.5% of the outstanding shares of Common Stock on an as-converted basis (after giving effect to and assuming exercise or conversion of all outstanding options, warrants and other convertible securities, whether or not vested), the Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least 70% of the shares of Series B Preferred Stock purchased under this Agreement or the Common Stock into which such shares are converted: (a) The parties hereto agree that consummate a merger, consolidation or sale of all or substantially all of the assets of the Company and its Subsidiaries in which the per share consideration received by the holders of Series B Preferred Stock is less than three (3) times the Conversion Price in effect immediately prior to the vote of the stockholders of the Company to approve such transaction or, if there shall have be no such vote, the right to terminate their intellectual property and license, sub-license date of such transaction; (b) repurchase or contribute their intellectual property to third parties redeem equity securities or debt (other than redemptions pursuant to Section 6 of the Fortress Shareholders Certificate of Designation and except to the extent that such debt is due in accordance with its terms); (c) authorize or issue any such transactionequity securities senior to or pari passu with the Series B Preferred Stock; (d) authorize or issue any additional shares of Series B Preferred Stock; (e) increase or decrease the authorized size of the Company's Board of Directors; (f) incur, an “IP Transaction”) refinance, guarantee or assume any indebtedness other than in the ordinary course of business pursuant to any research and developmentbusiness, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board of Directors, including the vote of at least one Fortress Designee. (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any that all indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iiidrawdowns under existing credit facilities) alter, amend or change the rights, preference or privileges does not exceed an amount equal to 10% of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size market capitalization of the Board Company in the aggregate at the time of Directors incurrence; (g) create, incur or assume any lien or encumbrance of any kind upon the assets of the Company, whether now owned or hereafter acquired, other than existing liens or encumbrances in excess of an amount equal to 10% of the market capitalization of the Company at the time of the creation, incurrence or assumption; (Bh) coengage in transactions with Affiliates other than those approved by the Compensation Committee of the Company; and (i) establish any non-opt wholly owned Subsidiary or appoint sell or transfer any Subsidiary's stock or cause any Subsidiary to the Board of Directors in place of a Fortress Designee issue any stock to any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any Shareholder.

Protective Provisions. The Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (ain addition to any other vote required by the LLC Law or this Agreement) The parties hereto agree the written consent or affirmative vote of the holders of at least 75% of the then outstanding Voting Preferred Units (including in such supermajority each Member or stockholder of Holdco which at the time is a Significant Securityholder), given in writing or by vote at a meeting, and any such act or transaction entered into without such consent or vote shall he null and void ab initio, and of no force or effect: (i) amend or repeal any provision of this Agreement or other organizational documents of the Company; (ii) authorize or issue any class or series of Equity Security having any right, preference or priority superior to or on a parity with the Series B Preferred Units; (iii) except (A) with respect to the adjustments set forth in Section 2.1 and (B) in connection with the issuance of one Common Unit to Holdco in respect of each share of Common Stock issued by Holdco pursuant to Holdco’s 2011 Equity Incentive Plan, up to a maximum number of such Common Units equal to 2,285,317 minus the number of shares of Common Stock of Holdco outstanding as of the Effective Date (provided that (i) the foregoing maximum shall be increased to the extent that any shares of Common Stock of Holdco outstanding as of the Effective Date are repurchased by Holdco and (ii) any such Units issued in respect of shares of Common Stock repurchased by Holdco shall not be counted toward such maximum number unless and until such shares are re-granted) in accordance with the terms of the Master Rights Agreement; (iv) redeem, retire, purchase or acquire, directly or indirectly, Units (other than with respect to the recovery of Common Units from Holdco upon (A) the repurchase or forfeiture of Common Stock issued by Holdco under the Holdco Stock Plan or (B) as contemplated by Section 9.1(1) of the Master Rights Agreement); (v) materially change the Business; (vi) grant any exclusive license to any of the Company’s or any of its subsidiaries’ material intellectual property rights; (vii) incur or guarantee, or permit its subsidiaries to incur or guarantee, any indebtedness in excess of $15,000,000; (viii) liquidate, dissolve or wind up the Company, or cause the bankruptcy or voluntary insolvency of the Company; (ix) hire, terminate or change the compensation of any employee of the Company and or any of its Subsidiaries shall have the right subsidiaries whose annual base salary is equal to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties greater than $180,000; (x) pay or declare any Distributions or dividends (other than as provided in Sections 5.1 and 5.3); (xi) unless approved by a majority of the Fortress Shareholders Board, including in such majority at least one designee of each Significant Securityholder, approve or amend the Company’s operating plan (the “Annual Budget”) for any fiscal year (it being understood that deviations from the Annual Budget as contemplated by subclause (xii) below shall not be deemed amendments to the Annual Budget); (xii) unless approved by a majority of the Board, including in such majority at least one designee of each Significant Securityholder, make or permit its subsidiaries to make any expenditures or commitments (A) in excess of 5% of the total operating expenses reflected in the Annual Budget, or (B) in excess of 10% of the amount reflected in any line item in the Annual Budget; (xiii) sell assets of the Company or any of its subsidiaries in a single transaction or series of related transactions having a fair market value in excess of $15,000,000, or make or permit its subsidiaries to make investments in or acquisitions of any Person, which investment or acquisition has a fair market value in excess of $15,000,000; (xiv) otherwise enter into or be a party to or permit any of its subsidiaries to enter into or be a party to any transaction with any affiliate, director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such transactionPerson, an “IP Transaction”) except for transactions with respect to which it is reasonably apparent from the face of the agreement, taking into account the entire agreement, contemplated by agreements in effect as of the ordinary course Original Issue Date (and as such agreements are in effect as of business pursuant to any research the Original Issue Date), and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into transactions in the ordinary course of business and in a manner consistent with market practice for the industry pursuant to reasonable requirements of the Company; provided thatBusiness and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board after disclosure of the affiliate relationship; (xv) effect or make any subdivision, until such time recapitalization or reorganization of the outstanding Units, or any split of or dividend or distribution payable in, Units (collectively, a “Recapitalization”), except for a Recapitalization of any Corresponding Units (as the Fortress Shareholders own defined in the aggregate less than 10% of the then Master Rights Agreement) that is concurrently effected or made in an identical manner by Holdco with respect to its applicable outstanding Ordinary Corresponding Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***]as defined in the Master Rights Agreement), any Dartmouth IP Transaction shall be subject to approval by in compliance with the Board of Directors, including the vote of at least one Fortress Designee.Master Rights Agreement; (bxvi) Until such time except as the Fortress Shareholders own otherwise provided in the aggregate less than 10% of the then outstanding Ordinary Shares this Agreement, make any significant tax elections; and (including Ordinary Shares underlying American Depositary Sharesxvii) for a period of more than [***], the Company and its Subsidiaries shall not, directly enter into any agreement or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness covenant that would encumber any intellectual property of obligates the Company or any of its Subsidiaries, (ii) issue subsidiary to do any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any Shareholderforegoing.

Protective Provisions. (a) The parties hereto agree that So long as any shares of Preferred Stock are outstanding, this corporation shall not without first obtaining the Company approval (by vote or written consent, as provided by law) of the holders of at least seventy percent (70%) of the shares of Preferred Stock outstanding (voting together as a single class and on an as-converted basis): (i) Authorize or issue any equity security senior or pari ---- passu to the Preferred Stock as to dividend rights or redemption rights or ----- liquidation preferences; (ii) Sell, convey, or otherwise dispose of or encumber all or substantially all of its Subsidiaries shall have the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the Fortress Shareholders voting power of the corporation is disposed of; (iii) Whether by amendment of the corporation's Bylaws, amendment of this Certificate of Incorporation or otherwise, alter or change the rights, preferences or privileges of the shares of Preferred Stock, so as to affect adversely such shares; or (iv) Take any action that would result in taxation of the holders of shares of the Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or by comparable provision of the Internal Revenue Code as herein from time to time amended); (v) Effect a material change in the nature of the Company's business as conducted on the date hereof; or (vi) Approve or authorize the incurrence of any indebtedness or the issuance of any guarantee of any obligation of any other person or entity (other than a subsidiary) if the aggregate amount of the principal amount of such transactionindebtedness and the principal amount of the indebtedness so guaranteed shall exceed $7,500,000; Further, an “IP Transaction”so long as at least 1,000,000 shares of Preferred Stock remain outstanding and unless unanimously approved by the Board of Directors of this corporation, this corporation shall not take any of the following actions without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least seventy percent (70%) of the then outstanding shares of Preferred Stock: (vii) make any loans or advances to its employees or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business or loans to employees made pursuant to promissory notes issued for the purchase of shares under a stock option plan or restricted stock plan approved by the Board of Directors of this corporation; or (viii) guarantee any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding indebtedness or co-distribution agreement or obligation of any other similar agreements or arrangements entered into party other than in the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board of Directors, including the vote of at least one Fortress Designeebusiness. (b) Until such time In addition, so long as at least 500,000 shares of Series D Preferred Stock are outstanding, this corporation shall not without first obtaining the Fortress Shareholders own in the aggregate less than 10% approval (by vote or written consent, as provided by law) of the then outstanding Ordinary Shares holders of at least fifty percent (including Ordinary Shares underlying American Depositary Shares50%) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent shares of each Shareholder, Series D Preferred stock outstanding (i) incur Authorize or issue any indebtedness that would encumber any intellectual property of equity security senior or pari passu to the Company Series D Preferred Stock as to dividend rights or any of its Subsidiaries, redemption ---------- rights or liquidation preferences; (ii) issue any Equity Securities Whether by amendment of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends corporation's Bylaws, amendment of this Certificate of Incorporation or other distributions to shareholders or (y) proceeds in the event of the liquidationotherwise, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend alter or change the rights, preference preferences or privileges of the Ordinary Sharesshares of Series D Preferred stock, including in connection with any reclassification, recapitalization, reorganization or restructuring, so as to affect adversely such shares; or (iviii) recommend, directly or indirectly, or take any other action Amend Section 3(b) of this Article IV so as to (A) increase or decrease affect adversely the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any ShareholderSeries D Preferred Stock.

Protective Provisions. (a) The parties hereto agree In addition to any other class vote that may be required by law, this Corporation shall not without first obtaining the Company and approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Preferred Stock: (i) sell, convey or otherwise dispose of all or substantially all of its Subsidiaries shall have the right to terminate their intellectual property and licenseor business, sub-license or contribute their intellectual property to third parties merge into or effect a reorganization with any other corporation (other than a wholly owned subsidiary corporation) in which the Fortress Shareholders shareholders of this Corporation immediately prior to the transaction possess less than 50% of the voting power of the surviving entity (any such or its parent) immediately after the transaction, an “IP Transaction”or sell the capital stock of the Corporation where the shareholders of this Corporation immediately prior to the transaction possess less than 50% of the voting power of the Corporation immediately after the transaction; (ii) change the rights, preferences, privileges or restrictions of the Preferred Stock; (iii) increase or decrease the aggregate number of authorized shares of Preferred Stock, other than as provided in either subdivision (b) of Section 405 or subdivision (c) of Section 902 of the ordinary course California Corporations Code; (iv) create a new class or series of business pursuant shares having rights, preferences or privileges or increase the number of authorized shares of any class or shares having rights, preferences or privileges equal to or senior to any research and developmentoutstanding class or series; (v) pay any dividend on or purchase, collaborationredeem or otherwise acquire any security junior to the Preferred Stock other than repurchases at cost from employees, consortiumconsultants, joint developmentlessors or suppliers upon termination of employment, distributionconsulting, servicelessor-lessee, joint marketingor supplier-purchaser relationship, co-branding respectively; or (vi) voluntarily dissolve or co-distribution agreement or liquidate the Corporation. (b) Notwithstanding the foregoing Section 6(a), in addition to any other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry series vote that may be required by law, so long as 40% of the Company; originally issued Series C Preferred are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided thatby law) of the holders of at least a majority of the then outstanding shares of Series C Preferred: (i) materially adversely change the rights, until such time as preferences, privileges or restrictions of the Fortress Shareholders own in Series C Preferred; (ii) increase or decrease the aggregate less number of authorized shares of Series C Preferred, other than 10as provided in either subdivision (b) of Section 405 or subdivision (c) of Section 902 of the California Corporations Code; and (iii) create a new class or series of shares having rights, preferences or privileges senior to the Series C Preferred. (c) Notwithstanding the foregoing Sections 6(a) and 6(b), in addition to any other series vote that may be required by law, so long as 40% of the originally issued Series C Preferred are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of 66 2/3% of the then outstanding Ordinary Shares shares of Series C Preferred, voluntarily dissolve or liquidate, sell, convey or otherwise dispose of all or substantially all of its property or business, or merge into or effect a reorganization with any other corporation (including Ordinary Shares underlying American Depositary Sharesother than a wholly owned subsidiary corporation) for more than [***], any Dartmouth IP Transaction shall be subject in which the shareholders of this Corporation immediately prior to approval by the Board of Directors, including the vote of at least one Fortress Designee. (b) Until such time as the Fortress Shareholders own in the aggregate transaction possess less than 1050% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property voting power of the Company surviving entity (or any of its Subsidiaries, (iiparent) issue any Equity Securities immediately after the transaction if the consideration received by the holders of the Company that are senior to Series C Preferred as a result of any such liquidation, dissolution, merger or sale of all or substantially all of the Ordinary Shares assets of the Corporation is less than $2.50 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (d) Unless otherwise required by California law or except as provided herein, the holders of Common Stock will not have the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with vote as a separate class on any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any Shareholdermatter.

Protective Provisions. The Company shall not perform the following, --------------------- without the prior written consent or affirmative vote of each of (i) the holders of record of at least a majority of the outstanding shares of Series C Preferred, (ii) HSN and (iii) with respect to (g) below only, GRP: (a) The parties hereto agree that a merger or consolidation of the Company with QVC, Inc. or Comcast, Inc. or any of their respective successors and its Subsidiaries shall have assigns; (b) the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than acquisition by the Fortress Shareholders (any such transaction, an “IP Transaction”) in the ordinary course Company of another business pursuant to any research and development, collaboration, consortiumentity, joint developmentventure or partnership or the establishment of non-wholly owned subsidiaries, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in any of which involve the ordinary course of business and in a manner consistent with market practice for the industry contribution of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than greater of $5,000,000 or 10% of the post-money valuation of the Company based on its then outstanding Ordinary Shares most recently completed equity financing (the "Investment Basket"); provided, however, such restriction shall not apply to the merger, consolidation, share exchange, or other reorganization or business combination (a "Reorganization") involving a change of control of the Company (including Ordinary Shares underlying American Depositary Shareswithout limitation, a Reorganization in which the stockholders of the Company immediately prior to such Reorganization own fifty percent (50%) or less of the voting capital stock of the resulting entity); (c) the incurrence of indebtedness in excess of the Investment Basket; (d) any expansions into new businesses other than the consumer information business or electronic commerce; (e) any asset sales in excess of the Investment Basket; (f) any liens on or encumbrances of assets in excess of the Investment Basket, except liens or encumbrances securing senior indebtedness of the Company to a commercial bank or a syndicate of commercial banks; (g) any issuances or sales of New Securities in excess of the Investment Basket; provided, that at least one other director of the Company who was also a director as of the date of the original issuance of Series C Preferred (or replacement thereof) other than the Series C Director vetoes such proposed issuance or sale; (h) any issuances or sales of New Securities to QVC, Inc. or any of its successors and assigns; (i) any issuances or sales of New Securities to Comcast, Inc. or any of its successors or assigns other than issuances and sales of New Securities purchased by Comcast, Inc. pursuant to its right set forth in Section 7.1(a); (j) any payments of dividends, repurchases or redemptions of securities (except pursuant to stock options or restricted stock purchase agreements with employees or consultants of the Company as approved by the Board of Directors or as set forth in the Company's Amended and Restated Certificate of Incorporation) or debt (except to the extent such debt has been approved by a majority of the Board of Directors is due in accordance with its terms); (k) any transactions with any affiliates of the Company; (l) a change in the bylaws of the Company (except that the Company shall be permitted to increase the number of directors authorized thereunder without either the consent of the Series C Preferred or the consent of HSN); (m) a change in the Company's independent public accountants; or (n) any registrations of securities under the Securities Act, except for more a Qualified IPO and except pursuant to Section 5.1 hereof; provided, however, in the event the Series C Holders, HSN or GRP, as the case may be, do not consent to the proposed transaction, their written rejection must be received by the Company within 15 days of the date the Series C Holders, HSN or GRP receive notification of the proposed transaction. If such rejection is not received by the Company within such 15-day period, the Company may effect the proposed transaction within a 90-day period thereafter without further complying with this Section 10. Notwithstanding any of the foregoing, in no event shall the Series C Preferred, HSN or GRP have any consent or voting right pursuant to this Section 10 with respect to any Reorganization other than [***]as set forth in Section 10(a) or Section 10(b) (subject to the limits set forth therein) above or as provided by applicable law. The preceding sentence shall not limit in any way, the voting right of any HSN Director, any Dartmouth IP Transaction Series C Director or any director elected by GRP pursuant to the Company's charter. The Company acknowledges that (i) its annual budget, and (ii) any adoption or amendment of key employment contracts or benefit plans, including, but not limited to, stock option plans, shall be subject to approval by of the Company's Board of Directors, including consistent with the vote Company's then existing charter and by- laws. With respect to the Series C Preferred, the provisions of at least one Fortress Designee. this Section 10 shall terminate and be of no further force or effect upon the earlier of (bi) Until such time as the Fortress Shareholders own in date on which there are no shares of Series C Preferred outstanding (due to conversion, redemption or otherwise), and (ii) upon the aggregate closing of a Qualified IPO. With respect to HSN, the provisions of this Section 10 shall terminate and be of no further force or effect upon the earlier of (i) the date on which HSN holds less than 1050% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up capital stock of the Company (including on an as converted to Common Stock basis and as adjusted for such purposes in connection with any change of control transaction)stock dividends, (iiistock splits, stock combinations, recapitalizations and the like) alter, amend or change the rights, preference or privileges that it held as of the Ordinary Sharesdate of this Agreement, including in connection with any reclassificationand (ii) upon the closing of a Qualified IPO. HSN's rights under this Section 10 may not be assigned. With respect to GRP, recapitalization, reorganization the provisions of this Section 10 shall terminate and be of no further force or restructuring, effect upon the earlier of (ivi) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size date on which GRP holds less than 100% of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities capital stock of the Company in (on an as converted to Common Stock basis and as adjusted for stock dividends, stock splits, stock combinations, recapitalizations and the like) that it held as of the date of the initial issuance of shares of Series E Preferred to GRP, and (ii) upon the closing of a manner adverse to any ShareholderQualified IPO. GRP's rights under this Section 10 may not be assigned.

Protective Provisions. (a) The parties hereto agree In addition to any other class vote that may be required by law, this Corporation shall not without first obtaining the Company and approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Preferred Stock: (i) sell, convey or otherwise dispose of all or substantially all of its Subsidiaries shall have the right to terminate their intellectual property and licenseor business, sub-license or contribute their intellectual property to third parties merge into or effect a reorganization with any other corporation (other than a wholly owned subsidiary corporation) in which the Fortress Shareholders shareholders of this Corporation immediately prior to the transaction possess less than 50% of the voting power of the surviving entity (any such or its parent) immediately after the transaction, an “IP Transaction”or sell the capital stock of the Corporation where the shareholders of this Corporation immediately prior to the transaction possess less than 50% of the voting power of the Corporation immediately after the transaction; (ii) change the rights, preferences, privileges or restrictions of the Preferred Stock; (iii) increase or decrease the aggregate number of authorized shares of Preferred Stock, other than as provided in either subdivision (b) of Section 405 or subdivision (c) of Section 902 of the ordinary course California Corporations Code; (iv) create a new class or series of business pursuant shares having rights, preferences or privileges or increase the number of authorized shares of any class or shares having rights, preferences or privileges equal to or senior to any research and developmentoutstanding class or series; (v) pay any dividend on or purchase, collaborationredeem or otherwise acquire any security junior to the Preferred Stock other than repurchases at cost from employees, consortiumconsultants, joint developmentlessors or suppliers upon termination of employment, distributionconsulting, servicelessor-lessee, joint marketingor supplier-purchaser relationship, co-branding respectively; or (vi) voluntarily dissolve or co-distribution agreement or liquidate the Corporation. (b) Notwithstanding the foregoing Section 6(a), in addition to any other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry series vote that may be required by law, so long as 40% of the Company; originally issued shares of Series C Preferred are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided thatby law) of the holders of at least a majority of the then outstanding shares of Series C Preferred: (i) materially adversely change the rights, until such time as preferences, privileges or restrictions of the Fortress Shareholders own in Series C Preferred; (ii) increase or decrease the aggregate less number of authorized shares of Series C Preferred, other than 10as provided in either subdivision (b) of Section 405 or subdivision (c) of Section 902 of the California Corporations Code; or (iii) create a new class or series of shares having rights, preferences or privileges senior to the Series C Preferred. (c) Notwithstanding the foregoing Sections 6(a) and 6(b), in addition to any other series vote that may be required by law, so long as 40% of the originally issued shares of Series C Preferred are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of 66 2/3% of the then outstanding Ordinary Shares shares of Series C Preferred, voluntarily dissolve or liquidate, sell, convey or otherwise dispose of all or substantially all of its property or business, or merge into or effect a reorganization with any other corporation (including Ordinary Shares underlying American Depositary Sharesother than a wholly owned subsidiary corporation) for more in which the shareholders of this Corporation immediately prior to the transaction possess less than [***], any Dartmouth IP Transaction shall be subject to approval 50% of the voting power of the surviving entity (or its parent) immediately after the transaction if the consideration received by the Board holders of Directorsthe Series C Preferred as a result of any such liquidation, including dissolution, merger or sale of all or substantially all of the vote assets of at least one Fortress Designeethe Corporation is less than $2.50 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). (bd) Until such time Notwithstanding the foregoing Section 6(a), in addition to any other series vote that may be required by law, so long as 40% of the Fortress Shareholders own in originally issued shares of Series D Preferred are outstanding, this Corporation shall not without first obtaining the aggregate less than 10approval (by vote or written consent, as provided by law) of the holders of 66 2/3% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period shares of more than [***]Series D Preferred, the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or materially adversely change the rights, preference preferences, privileges or privileges restrictions of the Ordinary SharesSeries D Preferred. (e) Unless otherwise required by California law or except as provided herein, including in connection with the holders of Common Stock will not have the right to vote as a separate class on any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any Shareholdermatter.

Protective Provisions. In addition to such other limitations as may be provided herein or in the Articles of Association of the Company, the following acts of the Company shall require a resolution of Shareholders which shall include the prior written approval of the holder(s) of at least 75% of the outstanding Preferred Shares (aon an as-converted basis); provided that such requirement shall terminate upon a Qualified Public Offering: (1) The parties hereto agree that 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; (2) any action to authorize, create or issue shares of any class or series of the Company having preferences superior to or on a parity with the Preferred Shares in any aspects including without limitation dividend rights, redemption rights and/or liquidation rights; (3) any new issuance of any equity securities of the Company, excluding (i) any issuance of the Series A1 Shares under the Purchase Agreement, (ii) any issuance of Ordinary Shares upon conversion of the Preferred Shares, and (iii) the issuance of up to 66.58 Ordinary Shares (or options or warrants therefor) under employee equity incentive plans approved by the Board and the holders of the Preferred Shares; (4) 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; (5) any increase or decrease of the authorized number of Ordinary Shares or Preferred Shares of the Company; (6) any repurchase or redemption of any equity securities of the Company other than pursuant to (A) the redemption right of the holders of Preferred Shares as provided in the Memorandum and Articles, or (B) contractual rights to repurchase Ordinary Shares from the employees, directors or consultants of the Company upon termination of their employment or services or pursuant to a contractual right of first refusal held by the Company; (7) any amendment of the Memorandum and Articles of Association or other charter documents of the Company (including any Major Subsidiary); (8) any merger or consolidation of the Company (including any Subsidiary) with 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; (9) the sale, lease, transfer or other disposition of all or substantially all of the assets of the Company (including any Subsidiary), except for intra-group transactions among the Company and its Subsidiaries shall have any Subsidiaries; (10) any licensing or otherwise transfer of the right to terminate their patents, copyrights, trademarks or other intellectual property and license, sub-license or contribute their intellectual property to third parties of the Company (including any Subsidiary) other than the Fortress Shareholders (any such transaction, an “IP Transaction”) in the ordinary course of business pursuant to its business, except for intra-group transactions among the Company and any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding Subsidiaries; (11) any increase or co-distribution agreement or other similar agreements or arrangements entered into in decrease of the ordinary course authorized number of business and in a manner consistent with market practice for the industry board members of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board of Directors, including the vote of at least one Fortress Designee.; (b12) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-winding up of the Company (including any Subsidiary); (13) the declaration or payment of a dividend or other distribution on Ordinary Shares or Preferred Shares of the Company; (14) any increase of the number of Ordinary Shares of the Company reserved under any employee equity incentive plan; (15) 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 twenty percent (20%) in a twelve (12) month period; (16) the extension by the Company of any loan or guarantee for such purposes in connection with indebtedness to any change director, officer, employee or affiliate of control transactionthe Company (including any Subsidiary), except for intra-group transactions among the Company and any Subsidiaries; (iii17) alterany incurrence of indebtedness in excess of US$300,000 in the aggregate to the Company (including any Subsidiary), amend or change creation of any encumbrance whatsoever upon the rightsassets, preference patents, copyrights, trademarks or privileges other intellectual property of the Ordinary Shares, Company (including in connection any Subsidiary); (18) any purchase by the Company (including any Subsidiary) of real property with any reclassification, recapitalization, reorganization a value of US$300,000 or restructuring, (iv) recommend, directly or indirectlymore, or take any other action to purchase of production facilities with a value of US$500,000 or more, individually or in the aggregate; (A19) increase any transaction or decrease series of transactions that are not in the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision ordinary course of the Company’s articles business where the value involved exceeds US$300,000, individually or in the aggregate, during any twelve (12) month period; (20) approval of association that would be reasonably expected to adversely affect the interests annual consolidated budget of the Company; (21) the appointment and removal of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities key officer of the Company (including any Major Subsidiary), including the Chief Executive Officer and the Chief Financial Officer; (22) the appointment and/or reappointment of auditors of the Company; (23) any transaction involving both the Company (including any Subsidiary) and a shareholder or any of the Company’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders, except for intra-group transactions among the Company and any Subsidiaries; or (24) any items of capital expenditure outside the annual budget of the Company (including any Subsidiary) in a manner adverse to any Shareholderexcess of US$150,000 per month, individually or in the aggregate.

Protective Provisions. (a) The parties hereto agree Provided that by January 8, 2010, the Company has received the Aggregate Investment Amount in accordance with the Purchase Agreement and its Subsidiaries shall have provided further that Rock Island or the right members of Rock Island as of September 9, 2009) (including any member of Rock Island to terminate their intellectual property and licensewhom rights or securities purchased under the Purchase Agreement were assigned as of September 9, sub-license or contribute their intellectual property to third parties other than 2009), still beneficially own at least 66% of the Fortress Shareholders (any such transaction, an “IP Transaction”) in the ordinary course of business pursuant to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry 550,055 shares of the Company; provided that’s Series B Preferred Stock purchased pursuant to the Purchase Agreement, until such time as the Fortress Shareholders own in Company shall not, without first obtaining the aggregate less than 10% approval of the holders of at least two-thirds of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board shares of Directors, including the vote of at least one Fortress Designee.Series B Preferred Stock voting together as a single class: (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the authorized size of the Board or any committee thereof or create any new committee of Directors the Board; (ii) propose to amend or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify waive any provision of the Company’s articles of association that would be reasonably expected constitutional documents; (iii) except with respect to adversely affect an Exempt Issuance, sell or issue any equity or debt security or warrant, option or other right to purchase any equity or debt security (with the interests exception of any Fortress Shareholder or (vi) make any proposal to modify the rights shares issued upon conversion of any Equity Securities shares of the Company Series B Preferred Stock or warrants issuable pursuant to the Purchase Agreement) or declare or pay any dividend or distribution or redeem or make, or engage in a manner adverse transaction that results in, any acquisition, sale of a substantial portion of equity or assets, merger, consolidation, plan of arrangement, redomiciling, joint venture or partnership arrangements or form any new subsidiary (including any “variable interest entity”) or pass any resolution relating to reduction of share capital, dissolution or liquidation; or (iv) engage or enter into any Shareholdertransaction or agreement with any of the Company’s affiliates, shareholders, directors or officers, relatives of such shareholders, directors or officers or affiliates of such relatives or other related parties. For the avoidance of doubts, this Section 7 does not intend to, nor does it, create and recognize any additional rights (other than those rights already provided in the General Corporation Law of the State of Delaware or other applicable laws) to stockholders that are not holders of the Series B Preferred Stock. The approval requirement of the holders of the Series B Preferred Stock as set forth above for any matters listed in this Section 7 does not, by itself, indicates that such matter must be determined or approved by stockholders in general.

Protective Provisions. 6.1 At any time when MX Xxxxxx holds any shares of Transfer Stock, the Company shall not, without the written consent or affirmative vote of each of NXXX and MX Xxxxxx (in addition to any other vote required by law or pursuant to the Amended Articles), either directly or indirectly whether by amendment, merger, consolidation, domestication, transfer, continuance, recapitalization, reclassification, waiver, statutory conversion, or otherwise effect any of the following acts or transactions (and any such act or transaction that has not been approved by such consent or vote prior to such act or transaction being effected shall be null and void ab initio, and of no force or effect): (a) The parties hereto agree that the Company and its Subsidiaries shall have the right create or issue, or obligate itself to terminate their intellectual property and licenseissue, sub-license or contribute their intellectual property to third parties other than the Fortress Shareholders (shares of any such transaction, an “IP Transaction”) in the ordinary course of business pursuant Capital Stock to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding Stockholder or co-distribution agreement any of its Affiliates or other similar agreements reclassify any Transfer Stock held by any Stockholder or arrangements entered into in any of its Affiliates unless the ordinary course of business and in a manner consistent with market practice for same ranks junior or pari passu to the industry of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the Common Stock then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval held by the Board of DirectorsStockholders with respect to rights, including preferences and privileges (the vote of at least one Fortress Designee.“Reclassified Stock”); (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% cause any direct or indirect subsidiary of the then outstanding Ordinary Shares Company to issue, or obligate such subsidiary to issue, any securities to any Stockholder or any of its Affiliates; (including Ordinary Shares underlying American Depositary Sharesc) issue, or obligate itself to issue, any debt security to any Stockholder or any of its Affiliates or otherwise incur any indebtedness for borrowed money from any Stockholder or any of its Affiliates, or permit any subsidiary to take any such action with respect to any debt security or other indebtedness for borrowed money; (d) effect a period Sale of more than [***], the Company to any Stockholder or any of its Affiliates the effect of which results in such Stockholder or any of its Affiliates owning all outstanding Transfer Stock held by any other Stockholders (or otherwise squeezing out any other Stockholders) or which is otherwise not in compliance with the terms of this Agreement; (e) change the number of votes entitled to be cast by any director or directors on any matter; (f) purchase or redeem (or permit any subsidiary to purchase or redeem) any Transfer Shares held by any Stockholder or its Affiliates; (g) pay or declare any dividend or make any distribution on any shares of Reclassified Stock unless a corresponding dividend or distribution is made on the Common Stock at the same time; (h) liquidate, dissolve or wind-up the business and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property affairs of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision subsidiary of the Company’s articles of association that would be reasonably expected ; or (i) enter into any agreement, or otherwise commit, to adversely affect the interests of do any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any Shareholderforegoing.

Protective Provisions. So long as any shares of Preferred Stock are outstanding, the Company will not, without obtaining the approval (by vote or written consent) of the Holders of a majority of the shares of Preferred Stock: (a) The parties hereto agree that permit the Company and its Subsidiaries shall have the right to terminate their intellectual property and licenseamendment, sub-license modification or contribute their intellectual property to third parties other than the Fortress Shareholders (any such transaction, an “IP Transaction”) in the ordinary course of business pursuant to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry repeal of the Company; provided that’s Articles of Incorporation or Bylaws, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval either case whether by the Board of Directors, including the vote of at least one Fortress Designee.merger or otherwise; (b) Until such time permit the amendment, modification, or repeal of this Certificate of Designation, whether by merger or otherwise; (c) issue, sell, or deliver (whether through the issuance or granting of Rights or otherwise) any shares of Senior Stock or Parity Stock or reclassify or modify any Junior Stock or Parity Stock so as the Fortress Shareholders own to become Senior Stock or Parity Stock; (d) declare or pay any dividend (other than dividends payable solely in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary SharesCommon Stock) or distribution on, or make any payment on account of, or set apart assets for a period sinking or analogous fund to, or, purchase, redeem, defease, retire or otherwise acquire, any shares of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent any class of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property capital stock of the Company or any of its Subsidiarieswarrants or options to purchase any such capital stock, (ii) issue whether now or hereafter outstanding, or make any Equity Securities other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up any subsidiary of the Company (including for such purposes in connection with declarations, payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions being referred to herein as “Restricted Payments”); provided, however, that the Company or any change of control transaction), (iii) alter, amend or change the rights, preference or privileges subsidiary of the Ordinary SharesCompany may make Restricted Payments with respect to any shares of Senior Stock or Parity Stock the issuance of which has been approved in accordance herewith; (e) permit the amendment or modification of the Certificate of Designation for any other series of preferred stock of the Company; or (f) subject the Company to any transaction that would be a Change of Control. With respect to actions by the Holders upon those matters on which the Holders may vote as a separate class, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, such actions may be taken without a stockholders meeting by the written consent of Holders who would be entitled to vote at a meeting having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take any other such action at a meeting at which all the shares of Preferred Stock is entitled to (A) increase or decrease vote were present and voted. In addition, the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of Holders may call a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision special meeting of the Company’s articles of association that would be reasonably expected to adversely affect stockholders upon the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities occurrence of the events described above by providing notice of the exercise of such right to the Company in a manner adverse and the Company will take all steps necessary to any Shareholderhold such meeting as soon as practicable after the receipt of such notice.

Protective Provisions. At any time that any Deferred Merger Consideration is outstanding and owed by Parent to the Equityholders, Parent hereby covenants and agrees with each of the Equityholders that it shall not, and shall cause its affiliates (aincluding its subsidiaries) The parties hereto not to, without approval of the Stockholders’ Representative: a. effect any merger, acquisition or business combination (in one transaction or in a series of transactions) in excess of $3,000,000. b. declare or make, or agree that to declare or make, directly or indirectly, any dividend or other distribution (whether in cash, securities or other property) with respect to the Company and equity interests of Parent or its Subsidiaries shall have subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interests or any option, warrant or other right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than the Fortress Shareholders (acquire any such transactionequity interests, an “IP Transaction”or incur any obligation (contingent or otherwise) to do so. c. sell, transfer, lease or otherwise dispose of any material assets (in one transaction or in a series of transactions) in excess of $3,000,000, except for sales, transfers and dispositions made to non-affiliates in the ordinary course of business pursuant business. d. create, incur, assume or permit to exist any research and developmentlien, collaborationother than Permitted Encumbrances, consortiumon (i) any property or asset now owned or hereafter acquired by it or its subsidiaries, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement assign or other similar agreements sell any income or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares revenues (including Ordinary Shares underlying American Depositary SharesAccounts) for more than [***]or rights in respect of any thereof or (ii) the equity interests in any subsidiaries of Parent. e. Notwithstanding Section 7(a) and Section 7(c), any Dartmouth IP Transaction Parent and its affiliates (including its subsidiaries) shall not be subject required to obtain the prior approval by the Board of DirectorsStockholders Representative to consummate an underwritten initial public offering, including the vote direct listing, or sale of at least one Fortress Designee. a majority of assets or of equity (b) Until such time as the Fortress Shareholders own by way of merger, acquisition, sale or other method of disposition), in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***]each case, the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidationBlink Mobility, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any ShareholderLLC.

Protective Provisions. (a) The parties hereto agree that Without the Company consent of the Non-SAC Investors holding a majority of the outstanding Unit Equivalents held by the Non-SAC Investors, Holdings and its Subsidiaries subsidiaries shall have not enter into any transaction or agreement with SAC or any of its affiliated funds or any of their respective affiliates, except (i) the right to terminate their intellectual property and license, sub-license or contribute their intellectual property to third parties other than management agreement in the Fortress Shareholders form attached hereto as Annex A (any such transaction, an the “IP TransactionManagement Agreement”) in the ordinary course of business pursuant providing for, among other things, indemnification and a transaction grant as described under “Certain Transaction Grants” below, and such agreement will not be permitted to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course of business and in a manner consistent with market practice for the industry of the Company; provided that, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***], any Dartmouth IP Transaction shall be subject to approval by the Board of Directors, including the vote of at least one Fortress Designee. (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, amended without the consent of each Shareholderthe Non-SAC Investors holding a majority of the outstanding Unit Equivalents held by the Non-SAC Investors unless such amendment is otherwise approved by a majority of disinterested directors who are not associates or affiliates of SAC, (iii) incur any other transaction or issue any indebtedness that would encumber any intellectual property agreement between Holdings or one of its subsidiaries, on the Company one hand, and a portfolio company of SAC or any of its Subsidiariesaffiliated funds or any of their respective affiliates, on the other hand, that is on arm’s-length terms between Holdings or such subsidiary and such portfolio company so long as such agreement is approved by a majority of disinterested directors who are not associates or affiliates of SAC, and (iiiii) issue any Equity Securities issuances of securities to SAC or its affiliates pursuant to and in compliance with the Company that are senior Non-SAC Investors’ participation rights (described below) following receipt by Holdings of a fairness opinion from an investment banking firm of recognized national standing reasonably acceptable to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds SAC. The foregoing Non-SAC Investor consent rights in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes this paragraph may not be transferred in connection with any change transfer of control transaction), securities to persons that are not otherwise Non-SAC Investors on the Closing Date (iiiunless to Permitted Transferees) alter, amend or change and will terminate upon the rights, preference or privileges earlier of (i) the Non-SAC Investors party to the Agreement on the Closing Date (together with their Permitted Transferees) ceasing to own at least 33% of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, outstanding Unit Equivalents held by them on the Closing Date and (ivii) recommend, directly or indirectly, or take any other action immediately prior to (A) increase or decrease the size closing of an initial public offering of the Board equity of Directors Holdings or Airvana, Inc. (B“Airvana”) co(an “IPO”). Without the consent of (i) the SAC Investors and (ii) Non-opt or appoint SAC Investors holding a majority of the Unit Equivalents held by the Non-SAC Investors, Holdings will not make in-kind distributions to the Board holders of Directors equity in place of a Fortress Designee any Person other which such property being distributed is valued at less than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify any provision of the Company’s articles of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse to any Shareholderfair market value.

Protective Provisions. At any time from and after the date of this Agreement until the earlier to occur of (ai) The parties hereto agree that any Effective Registration or (ii) the Transfer by the Purchaser pursuant to Article XIII of greater than fifty-percent of the aggregate number of shares of Class B Common Stock acquired hereunder (measured as of the applicable date of determination, a “Significant Sale”), except as reasonably required in connection with a Registration Event, the Company shall not, and its Subsidiaries none of the Key Holders shall have permit the right to terminate their intellectual property and licenseCompany to, sub-license either directly or contribute their intellectual property to third parties other than indirectly by amendment, merger, consolidation or otherwise, take or permit any of the Fortress Shareholders following actions without (any such transaction, an “IP Transaction”) in the ordinary course of business pursuant addition to any research and development, collaboration, consortium, joint development, distribution, service, joint marketing, co-branding other vote required by law or co-distribution agreement or other similar agreements or arrangements entered into in the ordinary course Certificate of business and in a manner consistent with market practice for the industry Incorporation of the Company; provided that, until such time as ) the Fortress Shareholders own in the aggregate less than 10% prior written consent of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for more than [***]Purchaser, any Dartmouth IP Transaction which consent shall not be subject to approval by the Board of Directorsunreasonably withheld, including the vote of at least one Fortress Designee.delayed or conditioned: (b) Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then outstanding Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) for a period of more than [***], the Company and its Subsidiaries shall not, directly or indirectly, without the consent of each Shareholder, (i) incur or issue any indebtedness that would encumber any intellectual property of the Company or any of its Subsidiaries, (ii) issue any Equity Securities of the Company that are senior to the Ordinary Shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in connection with any change of control transaction), (iii) alter, amend or change the rights, preference or privileges of the Ordinary Shares, including in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any Person other than a Fortress Designee, (v) make any proposal to Section 8.01 amend, alter or repeal or otherwise modify any provision of the Company’s articles Certificate of association that would be reasonably expected to adversely affect the interests of any Fortress Shareholder Incorporation or (vi) make any proposal to modify the rights of any Equity Securities Bylaws of the Company in a manner adverse that disproportionately affects the powers, preferences or rights of the Class B Common Stock (other than, for the avoidance of doubt, any amendments, restatements or other modifications that by their terms are only effective upon an Effective Registration); Section 8.02 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock equal or senior to the Class B Common Stock 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 increase the authorized number of shares of Class B Common Stock or increase the authorized number of shares of Class A Common Stock; ​ Section 8.03 reclassify, alter or amend any existing security of the Company that is pari passu with the Class B Common Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Class B Common Stock in respect of any such right, preference, or privilege; Section 8.04 declare, pay or set aside any dividends or otherwise make any distributions on shares of any class or series of capital stock of the Company (other than dividends on shares of Class A Common Stock or Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock, respectively) unless such a dividend or distribution is paid with respect to all outstanding shares of Class A Common Stock or Class B Common Stock on a pro rata and pari passu basis; provided, that, the Company shall not declare, pay or set aside any dividends or otherwise make any distributions on shares of any class or series of capital stock of the Company (other than dividends on shares of Class A Common Stock or Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock, respectively, or ordinary quarterly cash dividends) during (i) the period of time between the signing of this Agreement and the Initial Closing; or (ii) the period of time between the Board adopting a new FMV and an applicable Additional Closing (for the avoidance of doubt, whether or not such dividend or distribution is paid with respect to all outstanding shares of Class A Common Stock or Class B Common Stock on a pro rata and pari passu basis); Section 8.05 prior to the Maximum Amount having been purchased hereunder (as such amount may be increased from time to time), purchase or redeem any shares of Class B Common Stock of the Company, other than as set forth herein or pursuant to the Equity Incentive Plans during (i) the period of time between the signing of the Agreement and the Initial Closing; or (ii) the period of time between the Board adopting a new FMV and an applicable Subsequent Closing; or Section 8.06 enter into or be a party to any Shareholdertransaction that would be disclosable by the Company under Section 404 of Regulation S-K (or any successor regulation) if the Company were a reporting company under the Exchange Act, except for transactions contemplated by this Agreement or to the extent such transactions are approved by a majority of the disinterested directors on the Board.