Common use of Composition of Board Clause in Contracts

Composition of Board. (i) The Company’s Board shall consist of up to eleven (11) directors with the composition as follows: (i) the Founder shall have right to appoint, remove and replace six (6) directors; and (ii) each of Tiger Fund, Eastern Bell, Genesis Capital, Tencent and YF Capital shall have right to appoint, remove and replace one (1) director (each a “Investor Director”; collectively the “Investor Directors”), so long as they continue to hold shares in the Company. (ii) Each of Tembusu, Shell, Skycus, CSRF, CIC and the Series F Lead Investor shall have right to appoint, remove and replace one (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers shall be entitled to attend all meetings of the Board and all of the Subsidiary Board (as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board of the Company. (iii) Upon request of any Investor Director, subject to applicable Laws, each Group Company shall, and the Parties hereto shall, as soon as possible, cause each Group Company to, (i) have a board of directors or similar governing body (the “Subsidiary Board”), (ii) the authorized size of each Subsidiary Board at all times be the same authorized size as the Board, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then on the Board of the Company. (iv) The quorum necessary for the transaction of the business of the directors may be fixed by the Board, and unless so fixed, the quorum shall be a majority of directors then in office (including all Investor Directors).

Composition of Board. Until the closing of the Initial Public Offering, the Stockholders and the Investors each hereby agree to take any and all action necessary (including, without limitation, voting their shares of Voting Stock, executing and delivering written consents of stockholders, and calling and attending stockholders’ meetings) to cause the Board to be comprised as follows: (a) The number of directors on the Board shall be not more than nine, and such directors shall consist of: (i) so long as Weston Presidio Capital IV, L.P., Weston Presidio Capital III, L.P., WPC Entrepreneur Fund, L.P. or WPC Entrepreneur Fund II, L.P. or any of their respective Affiliates or partners collectively hold at least 25% of the shares of Class C Common Stock purchased under the Class C Purchase Agreement (as adjusted for any stock splits, combinations, reclassifications or other similar events) one representative designated in writing by Weston Presidio, which designee shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Investor Director”). Notwithstanding the foregoing, if Weston Presidio is no longer entitled to designate a director to the Board pursuant to this subsection (i), so long as Weston Presidio Capital IV, L.P., Weston Presidio Capital III, L.P., WPC Entrepreneur Fund, L.P. or WPC Entrepreneur Fund II, L.P. or any of their respective Affiliates or partners collectively continue to own any of the shares of Class C Common Stock purchased under the Class C Purchase Agreement, Weston Presidio shall have the right to appoint a non-voting observer to attend all meetings of the Board. The Company’s Company shall provide any Weston Presidio observer with copies of all notices, minutes, consents and other materials that it provides to members of the Board at the same time that such notices, minutes, consents and other materials are provided to members of the Board. (ii) two representatives, one designated in writing by each of the Management Stockholders (the “Management Directors”), which designees shall consist of up to eleven (11) directors with the composition initially be ▇▇▇▇▇▇▇ and Mendello; provided, however, that at such time as follows: a Management Stockholder (i) ceases for any reason to be an employee of the Founder Company, or (ii) is employed by, consulting for, or on the board of directors of a Company Competitor or otherwise directly or indirectly in competition with the Company, or (iii) either makes a Voluntary Transfer (other than to Permitted Transferees) or an Involuntary Transfer of all of his shares of Common Stock, such Management Stockholder shall have right no longer be entitled to appointserve as a member of the Board or designate a Management Director; provided further, remove that (i) so long as ▇▇▇▇▇▇▇ continues to hold the offices of chief executive officer and replace six (6) directors; Chairman of the Board of the Company, he shall be entitled to designate both Management Directors in the event that Mendello is no longer entitled to designate a Management Director and (ii) so long as ▇▇▇▇▇▇▇ continues to serve the Company during the Consulting Period, as defined in his Employment Agreement with the Company dated as of January 1, 1997 he shall be entitled to designate one Management Director. (iii) the remaining individuals designated in writing by the holders of at least a majority of the Class A Common Stock then outstanding and a majority of the Class C Common Stock then outstanding (voting together as a class), which designees shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Arbiter, and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the “Outside Directors”); provided, however, that each of Tiger FundServco California, Eastern BellInc. and its Affiliates, Genesis CapitalYamano Music Co., Tencent Ltd. and YF Capital shall have right to appointits Affiliates, remove and replace one (1) director Kanda Shokai Corporation and its Affiliates (each a “Investor Director”; collectively the “Investor DirectorsCorporate Holder”), so long as they it and its Affiliates continue to hold shares in the Company. (ii) Each of Tembusu, Shell, Skycus, CSRF, CIC and the Series F Lead Investor shall have right to appoint, remove and replace one (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers shall be entitled to attend all meetings own five percent or more of the Board and all of the Subsidiary Board (as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board then outstanding Class A Common Stock of the Company. (iii) Upon request of any Investor , may designate one Outside Director,, subject to applicable Lawswhich designees shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇, each Group Company shall▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, respectively; provided further, that each of the Parties hereto shall, as soon as possible, cause each Group Company to, Outside Directors and the individuals nominated by a Corporate Holder shall (i) have business or financial experience commensurate with serving as a board director of directors or similar governing body (the “Subsidiary Board”)a manufacturing business, (ii) the authorized size be a director or officer of each Subsidiary Board at all times be the same authorized size as the Boardsuch Corporate Holder, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then not be (A) employed by, consulting or on the Board board of directors of a Company Competitor or otherwise directly or indirectly in competition with the CompanyCompany and/or (B) management or Affiliates of management. (ivb) The quorum necessary for Any director who is elected to the transaction Board pursuant to a designation under Section 5.1 (a), may be removed from the Board only upon the request of the business Person(s) entitled to designate such director by vote of at least the directors may be fixed by number of shares required to elect such director. In the event that a director resigns, is removed from, or otherwise ceases to serve on, the Board, and unless so fixedfor whatever reason, the quorum vacancy shall be filled with an individual designated in accordance with the provisions of Section 5.1 (a). The Stockholders and the Investors hereby agree to call and attend a majority special stockholders meeting and to vote their shares of Voting Stock at such meeting, or to execute a written consent of stockholders in order to effect the provisions of this Section 5. (c) Until the closing of the Initial Public Offering and provided that Weston Presidio and the Management Stockholders continue to have the right to designate directors then pursuant to subsections (a)(i) and (a)(ii) hereof, the Audit Committee of the Board and the Compensation Committee of the Board shall be comprised of the Investor Director, two Management Directors and one Outside Director. Until the closing of the Initial Public Offering, the Board shall not make a broad delegation of its authority to any committee but may establish committees for specific purposes (such as a pricing committee with respect to a public offering.) (d) The Company agrees to reimburse the Investor Director for reasonable travel and out-of-pocket expenses incurred in office (including all Investor Directors)connection with attending Board and Committee meetings.

Composition of Board. (ia) The Company’s Company agrees with each of the Sponsor and the GFI Representative that the Board of Directors shall consist be comprised of up to eleven nine (119) directors, who shall be divided into three (3) classes of directors in accordance with the composition as follows: terms of the Certificate of Incorporation and that: (i) the Founder Class I directors shall have right to appointinclude (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇, remove who shall be a Sponsor Designee hereunder, (y) ▇▇▇ ▇▇▇▇▇▇▇▇, who shall be a GFI Designee hereunder and replace six (6z) directors; and as designated in accordance with the terms of the Series B Certificate of Designations, the initial Series B Designee, whose term shall expire at the annual meeting of stockholders held in 2021; (ii) each the Class II directors shall include ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (during such time as he serves as Chief Executive Officer of Tiger Fundthe Company), Eastern Bellwhose term shall expire at the annual meeting of stockholders held in 2019; and (iii) the Class III directors shall include (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Genesis Capitalwho shall be a Sponsor Designee hereunder, Tencent and YF Capital (y) ▇▇▇▇▇ ▇▇▇▇▇, who shall have right to appointbe a GFI Designee hereunder, remove whose term shall expire at the annual meeting of stockholders held in 2020. (b) The Company agrees with the Sponsor and replace one (1) director (each a “Investor Director”; collectively the “Investor Directors”)Company agrees with the GFI Representative that the Company shall not, so long as they continue to hold shares in the Company. (ii) Each of Tembusu, Shell, Skycus, CSRF, CIC and the Series F Lead Investor shall have right to appoint, remove and replace one (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers shall be entitled to attend all meetings of the Board and all of the Subsidiary Board (as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board of the Company. (iii) Upon request of any Investor Director, subject to applicable Laws, each Group Company shall, and the Parties hereto shall, as soon as possible, cause each Group Company to, either (i) have a board of directors the Sponsor and the GFI Representative, as applicable, are entitled to designate at least one Designee or similar governing body (the “Subsidiary Board”), (ii) the authorized size Sponsor or the GFI Representative, as applicable, have an Initial Designee who is serving such person’s Initial Term (as defined herein) without the Sponsor’s consent or the GFI Representative’s consent, as applicable, amend its Certificate of each Subsidiary Board at all times be Incorporation or by-laws, pass any resolution or take any action with the same authorized size as effect of de-staggering the Board, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then on the Company’s Board of Directors, providing for a voting standard in the Companyelection of directors other than plurality voting or providing for the establishment of any classes of directors inconsistent with Section 5.1(a). (ivc) The quorum necessary Subject to Section 7.1, the Sponsor, each of the Sponsor Affiliated Transferees, the GFI Representative and each of the Selling Stockholders individually agrees with the Company, that such party will not take any action in their capacities as stockholders (including voting their Common Stock, granting proxies, providing written consents or proposing any stockholder proposal), to amend the Company’s Certificate of Incorporation or by-laws or take any action with the effect of de-staggering the Company’s Board of Directors, providing for a voting standard in the election of directors other than plurality voting or providing for the transaction establishment of any classes of directors inconsistent with Section 5.1(a). (d) For the avoidance of doubt, Section 5.1(a)(i)-(iii) is applicable solely to the Initial Designees (such director’s “Initial Term”), except that, subject to the Certificate of Incorporation, a director shall remain a member of the business of the directors may be fixed by the Board, and unless so fixed, the quorum shall be a majority class of directors then to which he or she was assigned in office (including all Investor Directorsaccordance with Section 5.1(a); provided that, with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇, such directors’ Initial Term shall include the three-year term beginning with their re-election at the annual meeting of stockholders held in 2018.

Composition of Board. Effective upon the closing of the transactions contemplated by this Amendment Number 1, the Company's Board of Directors shall consist of twelve (12) members. One (1) of the members of the Board of Directors shall be the Chief Executive Officer of the Corporation as appointed by the Board of Directors from time to time. The holders of Series A Preferred shall have the right to elect three (3) directors; (i) The Company’s Board one of whom shall consist be designated by Saint ▇▇▇▇; (ii) one of up to eleven (11) directors with the composition as follows: (i) the Founder whom shall have right to appoint, remove and replace six (6) directorsbe designated by Cherry Tree; and (iiiii) each one of Tiger Fund, Eastern Bell, Genesis Capital, Tencent and YF Capital whom shall be designated by CVP. The holders of Series B Preferred shall have the right to appoint, remove and replace elect one (1) director (each a “Investor Director”; collectively the “Investor Directors”)director, so long as they continue to hold shares in the Company. (ii) Each who shall be designated by Apex. The holders of Tembusu, Shell, Skycus, CSRF, CIC and the Series F Lead Investor C Preferred shall have the right to appoint, remove and replace elect one (1) observer director, who shall be designated by KCB BV. The holders of Series D Preferred shall have the right to elect one (each an “Observer”; collectively 1) director, who shall be elected by a majority vote of the “Observers”)outstanding shares of Series D Preferred. The holders of Series E Preferred shall have the right to elect one (1) director, so long as they continue to hold who shall be elected by a majority vote of the outstanding shares in of Series E Preferred. The remaining four (4) directors shall be elected by a majority vote of all outstanding shares of the Company's capital stock voting together as a single class on an as-if-converted basis. The Observers shall be entitled to attend all meetings Each of the Board Series E Purchasers hereby consents to the election of ▇▇▇▇▇ ▇▇▇▇▇▇ as the director to be elected by the holders of Series E Preferred, his term to continue until his successor is duly elected and all qualified in accordance with the Restated Articles, as amended, the Restated Bylaws, as amended, and applicable law. Each of the Subsidiary Board (as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for Investors hereby further consents to the meetings amendment of the Board (including notices, proposals and resolutions for Restated Bylaws to increase the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings size of the Board of the Company. Directors to up to twelve (iii) Upon request of any Investor Director, subject to applicable Laws, each Group Company shall, and the Parties hereto shall, as soon as possible, cause each Group Company to, (i) have a board of directors or similar governing body (the “Subsidiary Board”12), (ii) the authorized size of each Subsidiary Board at all times be the same authorized size as the Board, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then on the Board of the Company. (iv) The quorum necessary for the transaction of the business of the directors may be fixed by the Board, and unless so fixed, the quorum shall be a majority of directors then in office (including all Investor Directors).

Composition of Board. (ia) The Company’s Effective as of the end of the Diligence Period, the Company agrees with each of the Sponsor and the GFI Representative that, the Board of Directors shall consist be comprised of up to eleven ten (1110) directors, who shall be divided into three (3) classes of directors in accordance with the composition as follows: terms of the Certificate of Incorporation and that: (i) the Founder Class I directors shall have right to appointinclude (w) ▇▇▇▇▇▇ ▇▇▇▇▇▇, remove who shall be a Sponsor Designee hereunder, (x) ▇▇▇ ▇▇▇▇▇▇▇▇, who shall be a GFI Designee hereunder, (y) as designated in accordance with the terms of the Series B-1 Certificate of Designations, the initial Series B-1 Designee, and replace six (6z) directors; and as designated in accordance with the terms of the Series B-2 Certificate of Designations, the initial Series B-2 Designee, whose term shall expire at the annual meeting of stockholders held in 2021; (ii) each the Class II directors shall include (x) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (during such time as he serves as Chief Executive Officer of Tiger Fundthe Company), Eastern Bell(y) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and (z) ▇▇▇▇ ▇▇▇▇, Genesis Capitalwhose term shall expire at the annual meeting of stockholders held in 2022; and (iii) the Class III directors shall include (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tencent who shall be a Sponsor Designee hereunder, (y) ▇▇▇▇▇ ▇▇▇▇▇, who shall be a GFI Designee hereunder, and YF Capital (z) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, whose term shall have right to appoint, remove expire at the annual meeting of stockholders held in 2020. (b) The Company agrees with the Sponsor and replace one (1) director (each a “Investor Director”; collectively the “Investor Directors”)Company agrees with the GFI Representative that the Company shall not, so long as they continue to hold shares in the Company. (ii) Each of Tembusu, Shell, Skycus, CSRF, CIC and the Series F Lead Investor shall have right to appoint, remove and replace one (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers shall be entitled to attend all meetings of the Board and all of the Subsidiary Board (as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board of the Company. (iii) Upon request of any Investor Director, subject to applicable Laws, each Group Company shall, and the Parties hereto shall, as soon as possible, cause each Group Company to, either (i) have a board of directors the Sponsor and the GFI Representative, as applicable, are entitled to designate at least one Designee or similar governing body (the “Subsidiary Board”), (ii) the authorized size Sponsor or the GFI Representative, as applicable, have an Initial Designee who is serving such person’s Initial Term (as defined herein) without the Sponsor’s consent or the GFI Representative’s consent, as applicable, amend its Certificate of each Subsidiary Board at all times be Incorporation or by-laws, pass any resolution or take any action with the same authorized size as effect of de-staggering the Board, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then on the Company’s Board of Directors, providing for a voting standard in the Companyelection of directors other than plurality voting or providing for the establishment of any classes of directors inconsistent with Section 5.1(a). (ivc) The quorum necessary Subject to Section 7.1, the Sponsor, each of the Sponsor Affiliated Transferees, the GFI Representative and each of the Selling Stockholders individually agrees with the Company, that such party will not take any action in their capacities as stockholders (including voting their Common Stock, granting proxies, providing written consents or proposing any stockholder proposal), to amend the Company’s Certificate of Incorporation or by-laws or take any action with the effect of de- staggering the Company’s Board of Directors, providing for a voting standard in the election of directors other than plurality voting or providing for the transaction establishment of any classes of directors inconsistent with Section 5.1(a). For the avoidance of doubt, Section 5.1(a)(i)-(iii) is applicable solely to the Initial Designees (such director’s “Initial Term”), except that, subject to the Certificate of Incorporation, a director shall remain a member of the business of the directors may be fixed by the Board, and unless so fixed, the quorum shall be a majority class of directors then to which he or she was assigned in office (including all Investor Directorsaccordance with Section 5.1(a); provided that, with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇, such directors’ Initial Term shall include the three-year term beginning with their re-election at the annual meeting of stockholders held in 2018.