Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) The Board shall consist of up to seven (7) Directors, consisting of (i) five (5) Directors jointly designated by the Founder Holding Companies (the “Founder Directors”), (ii) one (1) Director designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director designated by ▇▇▇▇▇▇▇▇▇, provided that ▇▇▇▇▇▇▇▇▇ shall cease to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) of the number of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies). The Chairman of the Board shall be one of the Founder Directors. The Chairman of the Board as of the Closing is Ye Guofu. (b) Each Shareholder agrees that, if at any time it is entitled to vote for the appointment of the Directors, it shall vote all of its Company Securities or execute proxies or written resolutions or consents, as the case may be, and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwise. (e) In the event that a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies shall have the right, at any time prior to the consummation of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but not both) of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignation.

Composition of the Board. (a) The As soon as practicable after the Company’s 2007 annual shareholders meeting, the Company shall expand the size of the Board shall consist of up to seven (7) Directors, consisting of (i) five (5) Directors jointly directors and cause its Nominating and Governance Committee to recommend for election to the Board one director designated by the Founder Holding Companies (the “Founder Directors”)Investor, (ii) one (1) Director who shall be designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) Investor in accordance with Section 7.06 of the number of Shares held by Tencent immediately after Securities Purchase Agreement. The Investor Designated Director shall serve in a manner consistent with the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director designated by ▇▇▇▇▇▇▇▇▇, provided that ▇▇▇▇▇▇▇▇▇ shall cease to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) terms of the number Certificate of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies). The Chairman of the Board shall be one of the Founder Directors. The Chairman of the Board as of the Closing is Ye GuofuIncorporation and Bylaws. (b) Each Shareholder agrees thatFrom and after the Company’s 2007 annual shareholders meeting, if at any time it is entitled to vote for so long as the appointment Investor beneficially owns fifteen percent (15%) or more of the DirectorsCommon Stock outstanding, it the parties hereto shall vote use all reasonable efforts under applicable Law and Exchange Regulations to cause there to be one Investor Designated Director elected as a member of its Company Securities or execute proxies or written resolutions or consentsthe Board. In the event the Investor beneficially owns less than fifteen percent (15%) of the Common Stock outstanding, the Investor shall have no right to designate an Investor Designated Director, and, at the request of the Board, shall cause any Investor Designated Director then in office to resign immediately upon such event; provided, however, that if the Stockholder Approval has not been obtained by the date that is four (4) months from the date hereof, regardless of the Investor’s beneficial ownership of Common Stock, the parties hereto shall use all reasonable efforts under applicable Law and Exchange Regulations (i) to cause there to be one Investor Designated Director elected as the case may be, and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure that the composition a member of the Board is as set forth in this Section 2.01soon as reasonably practicable after such four (4) month period and (ii) to cause the Board to include one Investor Designated Director for a period of at least two (2) years from the date hereof. (c) Each Director may appoint an Alternate Director from time to time to act during his absenceAt each stockholders’ meeting of the Company at which directors will be elected, and such Alternate Director the Investor shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwise. (e) In the event that a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies shall have the right, at any time prior to the consummation mailing of the Qualified IPO applicable proxy statement of the Company, to propose and upon nominate an Investor Designated Director as set forth in Section 2.01(b) as a member of the Board. The Company and the Board will include the person so nominated by the Investor in each slate of directors proposed, recommended or nominated for election by the Company or the Board and will (unless the Board determines, after consultation with the Investor Shareholdersits outside legal counsel, that it would be inconsistent with its fiduciary obligations to request that one (but not both) stockholders of the Investor Directors resign Company under applicable Law) recommend and use all reasonable efforts to cause the election of such person nominated. The Company agrees to use all reasonable efforts to solicit proxies for such nominee for director from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be all holders of voting stock entitled to jointly designate an individual to fill vote thereon. Such nominee shall serve in a manner consistent with the Board seat vacated by such resignationterms of the Certificate of Incorporation and Bylaws.

Composition of the Board. (a) The Board shall consist of up to seven (7) Directors, consisting the Company currently consists of (i) five (5) Directors jointly designated by directors. Following the Founder Holding Companies Closing, the Stockholders shall take such actions as may be required so that the Board of the Company shall consist of four (the “Founder Directors”)4) directors, (ii) including at least one (1) Director designated by Tencentthe Vitel Stockholders, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director designated by the Management Stockholders, and two (2) independent directors shall be designated jointly by the Management Stockholders and the Vitel Stockholders, in the understanding that the Management Stockholders or the Management Designee and the Vitel Stockholders or the Vitel Designee shall jointly appoint, as soon as practicable, an independent fifth member of the Board of the Company. MCO shall be the initial designee of the Vitel Stockholders to the Board (the “Vitel Designee”), J▇▇▇▇▇▇▇ ▇. Head, Ph.D. shall be the initial designee of the Management Stockholders (the “Management Designee”), and C▇▇▇▇▇▇ ▇. ▇▇▇▇, provided that ▇▇. and D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall cease to have such designation right if be the number of Shares initial independent designees jointly appointed by the Management Stockholders and the Vitel Stockholders (calculated on an as-converted basishereinafter all Board members which are not the Vitel Designee or the Management Designee, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) of the number of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies“Independent Designees”). The Chairman of the Board shall be one of the Founder Directors. The Chairman of the Board as of the Closing is Ye Guofu. (b) Each Shareholder Stockholder agrees that, if at any time it is then entitled to vote for the appointment election of directors to the DirectorsBoard, it shall vote all of its Company Securities that are entitled to vote or execute proxies or written resolutions or consents, as the case may be, and take all other necessary actions action (including causing the Company to call an extraordinary general a special meeting of shareholdersStockholders) in order to ensure that (1) the composition of the Board is as set forth in this Section 3.01 and (2) the slate of directors proposed by the Board for election by the stockholders of the Company is elected. (c) The Company agrees to cause each individual designated pursuant to Section 3.01(a) or 3.03 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or Stockholders) to ensure that the composition of the Board is as set forth in this Section 2.013.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwise. (e) In the event that a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies shall have the right, at any time prior to the consummation of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but not both) of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignation.

Composition of the Board. (a) The Board shall consist of up to seven (7) Directorsnine directors, consisting of nominated as follows: (i) five (5) Directors jointly designated up to three directors will be nominated by the Founder Holding Companies FP (the “Founder FP Directors”), ; (ii) one (1) Director designated by Tencent, provided that Tencent shall cease to have such designation right if director nominee will be the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) Chief Executive Officer of the number of Shares held Company for so long as he or she is employed by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and Company; (iii) one (1) Director designated by director nominee will be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (immediately following the appointment of an additional independent director to the Board) so long as (A) he is employed by the Company, provided that ▇▇▇(B) the ▇▇▇▇▇▇ Stockholders collectively hold more than 247,191 shares of Common Stock (C) FP holds more than 416,740 shares of Common Stock; and (iv) up to four directors will be nominated by the Chief Executive Officer and FP together, provided that each such director nominated pursuant to this clause (iv) shall cease to have (x) not be an “Affiliate” or an “Associate” (as such designation right if terms are used within the meaning of Rule 12b-2 under the Exchange Act) of FP and (y) be an “independent director,” as such term is defined by the rules of the securities exchange or quotation system on which the Common Stock is traded. If the number of Shares (calculated on an as-converted basisdirectors that comprise the entire Board is increased in accordance with Section 2.04 hereof, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) of the number of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong directors added to the Founder Holding Companies). The Chairman Board (the “Additional Directors”) must be a multiple of two, and FP shall continue to be entitled to nominate the Board shall be one of the Founder Directors. The Chairman of the Board FP Directors as of the Closing is Ye Guofuprovided in this Section 2.01. (b) Each Shareholder agrees that, if at any time it is Stockholder entitled to vote for the appointment election of directors to the Directors, Board agrees that it shall will vote all of its Company Securities Common Shares or execute proxies a proxy or written resolutions or consentsconsent, as the case may be, and take all other necessary actions action (including causing the Company to call an extraordinary general a special meeting of shareholdersstockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) . Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated Agreement, the ▇▇▇▇▇▇ Stockholders shall be obligated to give effect to the rights to nominate directors set forth in Section 2.01(a)2.01(a)(i) only so long as the ▇▇▇▇▇▇ Stockholders hold more than 247,910 shares of Common Stock. (c) The right of FP to nominate the FP Directors pursuant to this Article 2 shall: (i) so long as FP’s Aggregate Ownership Percentage is less than 25%, any be limited to the right to designate any Director is individual nominate one-fourth of the members of the Board, rounded up to the applicable Shareholder and nearest whole number of members of the Board if such fraction is not a whole number; (ii) at such time as FP’s Aggregate Ownership Percentage is less than 20%, be reduced to the right to nominate one-fifth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; (iii) at such time as FP’s Aggregate Ownership Percentage is less than 10%, be reduced to the right to nominate one-tenth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; and (iv) terminate at such time as FP’s Aggregate Ownership Percentage is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to nominate directors set forth in this Section 2.01 shall not be capable of being transferred or assigned terminate as to any Person other than its Permitted Transferee, whether in conjunction with when such Person’s right to nominate a Transfer of Company Securities or otherwisedirector is terminated. (ed) In the event that The Company agrees to take all other reasonable actions (including calling a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies shall have the right, at any time prior to the consummation special meeting of the Qualified IPO and upon consultation with Board and/or stockholders) to effect the Investor Shareholders, to request that one (but not both) composition of the Investor Directors resign from the Board with immediate effect, as set forth in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignationthis Section 2.01.

Composition of the Board. (a) The In the event that the Initial Period is terminated, the Board shall consist of up seven directors (“Directors”). The Shareholders shall be entitled to seven (7) Directors, consisting of nominate individuals as Directors on the following basis: (i) five four Directors shall be nominated by NewCo and (5ii) two Directors jointly designated shall be nominated by MDZ. The seventh Director shall be an independent Director who has no direct or indirect material relationship to the Founder Holding Companies Company, the Shareholders or any of their Affiliates and, if applicable, who otherwise satisfies the applicable requirements of NASDAQ (or such other exchange on which the Shares may be listed) and applicable securities laws for independence (the “Founder DirectorsIndependent Director”), (ii) one (1) Director designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director designated by ▇▇▇▇▇▇▇▇▇, provided that ▇▇▇▇▇▇▇▇▇ shall cease to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) of the number of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies). The initial Independent Director shall be nominated by the mutual agreement of NewCo and MDZ. One of the Directors shall serve as the Chairman of the Board Board, and the Chairman shall be one appointed by Majority Board Approval. NewCo may also designate alternate directors to serve in lieu of the Founder Directors. The Chairman Directors nominated by NewCo and MDZ may also designate alternate directors to serve in lieu of the Board as of the Closing is Ye GuofuDirectors nominated by MDZ. (b) Each A nomination by a Shareholder agrees thatof a Director or an alternate director for the purposes of Section 2.02(a) of this Agreement shall be made by service of a notice in writing of that nomination on the Company and the other Shareholders and, if at any time it is entitled required by applicable law, with the formalization of such nomination through the corresponding resolution of Shareholders. (c) Promptly upon the request of NewCo or MDZ to cause the election of one or more Directors or alternate directors nominated or designated by such party pursuant to this Section 2.02 or 2.04 of this Agreement, each of the Shareholders shall promptly take such action as shall be reasonably requested to sign a written consent of Shareholders and/or attend a Shareholders Meeting and vote affirmatively for the appointment Director or Directors or alternate directors to be appointed so as to effectuate as soon as possible an election of the nominated or designated Director or Directors or alternate directors. (d) In the event the Company is required to increase the size of the Board beyond seven Directors, it shall vote all including without limitation in connection with the requirements of its Company Securities NASDAQ or execute proxies any other exchange on which the Shares are listed to add one or written resolutions or consentsmore additional independent Directors, as then the case may be, and Shareholders agree to take all other actions and vote as necessary actions (including causing i) to amend the Company MAA to call an extraordinary general meeting of shareholdersreflect such increase to the Board, (ii) in order to ensure that a majority of Directors on the Board are nominated by NewCo, (iii) to ensure that all additional Directors added to the Board (other than any required independent Directors) are Directors nominated by NewCo and MDZ such that the total Directors nominated by each maintain as close a proportion as possible to the proportion contemplated herein and that for the avoidance of doubt, NewCo shall maintain a number of Directors equal to half of the total number of Directors plus one, and (iv) to amend the definitions of Majority Board Approval, Supermajority Board Approval and Consensus Board Approval set forth in this Agreement to reflect such changes to the composition of the Board is as set forth and to preserve, in this Section 2.01. (c) Each Director may appoint an Alternate Director from time light of such changes to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings the composition of the Board or any committee thereof (if Board, the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions intent of the appointing Director. (d) Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwiseparties hereto. (e) In the event NewCo owns fewer issued and outstanding Shares than MDZ, it shall only have the right to nominate two Directors pursuant to Section 2.02(a)(i) of this Agreement and MDZ shall have the right to nominate two additional Directors pursuant to Section 2.02(a)(ii) of this Agreement. In the event NewCo owns the same amount of issued and outstanding Shares as MDZ, each of NewCo and MDZ shall have the right to nominate three Directors pursuant to Sections 2.02(a)(i) and 2.02(a)(ii) of this Agreement, respectively. For the purposes of this clause (e), (i) the number of Shares owned by each Shareholder will be calculated without regard to the voting rights associated with such Shares, (ii) after the exercise of the MDZ Warrants, any Shares held by NewCo2 shall be deemed to be held solely by MDZ, (iii) prior to the exercise of the MDZ Warrants and after the expiration of the MDZ Warrants, any Shares held by NewCo2 shall be deemed to be held solely by NewCo, (iv) at any time when the Shareholders together hold Shares representing greater than 50% of the issued and outstanding Shares, the calculations in the prior two sentences shall only take into account Shares held by the Shareholders on the Closing Date (including any Shares that a plan for a Qualified IPO is duly approved they Transfer to each other), (v) at any time when the Shareholders together hold Shares representing 50% or less of the issued and outstanding Shares, the calculations in accordance with the prior two sentences shall take into account all Shares then held by the Shareholders, regardless of when purchased, (vi) in the event the provisions in Section 2.02(f) of this Agreement are triggered, the numbers of Directors referred to in the prior two sentences shall be adjusted as necessary to preserve, in light of the changes to the composition of the Board and the provisions of Section 2.02(f) of this Agreement, the Founder Holding Companies intent of the parties hereto, and (vii) the number of Shares owned by each Shareholder shall have include Shares it Transfers to a Permitted Transferee, for so long as such Shares are held by that Permitted Transferee or another Permitted Transferee. In the rightevent either MDZ or NewCo acquires any Shares after the Closing Date (other than from the other party), it shall promptly notify the other party of such purchase. (f) In the event a Person other than MDZ, Southern Cross or any of their respective Affiliates acquires beneficial ownership of at least 20% of the issued and outstanding Shares (whether through a Transfer by NewCo of Shares or through an issuance by the Company of additional Shares), then, at any time prior the election of NewCo in its sole discretion, the Shareholders agree (i) to increase the size of the Board by a number that ensures that (x) such Person may nominate one Director to the consummation Board, (y) a majority of Directors on the Board are nominated by NewCo (subject to Section 2.02(e)) and (z) the total Directors nominated by each of NewCo and MDZ (other than independent Directors and such other Director nominated by such Person) maintain as close a proportion as possible to the proportion contemplated herein and that for the avoidance of doubt, NewCo shall maintain a number of Directors equal to half of the Qualified IPO and upon consultation total number of Directors plus one (subject to Section 2.02(e)), (ii) to amend the MAA to reflect such increase to the Board, (iii) to provide such Person with the Investor Shareholdersright to nominate one Director to the Board, and (iv) to request that one (but not both) amend the definitions of Majority Board Approval, Supermajority Board Approval and Consensus Board Approval set forth in this Agreement to reflect such changes to the composition of the Investor Directors resign from the Board with immediate effectand to preserve, in which case light of such changes to the Investor Director as specified by composition of the Founder Holding Companies shall so resign and Board, the Founder Holding Companies shall be entitled to jointly designate an individual to fill intent of the Board seat vacated by such resignationparties hereto.

Composition of the Board. (a) 2.1.1. The Board of the Company shall consist comprise such number of up Directors in the proportion of executive and non-executive directors as may be prescribed under Applicable Law. Further, the following parties shall have the following nomination rights to seven (7) Directors, consisting the extent the sanctity of constitution of the Board under Applicable Laws in maintained: (i) five the shareholders in Group 1 Shareholders shall collectively have the right to appoint 6 (5six) Directors jointly designated by on the Founder Holding Companies (Board of the “Founder Directors”), Company; (ii) one the shareholders in Group 2 Shareholders shall collectively have the right to appoint 2 (1two) Director designated by TencentDirectors on the Board of the Company; (iii) the shareholders of Group 1 Shareholders and Group 2 Shareholders shall have the right to jointly appoint 2 (two) independent Directors on the Board of the Company; and (iv) the AGI Investors shall, provided that Tencent shall cease to have till such designation right if the aggregate number of Shares time they collectively hold at least 4% (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%four percent) of the number Share Capital, have the right to appoint 1 (one) Director on the Board of Shares held the Company (“AGI Director”). 2.1.2. Removal: Group 1 Shareholders and/or Group 2 Shareholders and/or the AGI Investor may remove any of the Directors nominated by Tencent immediately after the Closing (in which case that designation right shall belong them respectively, subject to the Founder Holding Companies)provisions of Applicable Law, without assigning any reason and (iii) one (1) Director designated by ▇▇▇▇▇▇▇▇▇nominate another Person as their Director, provided that ▇▇▇▇▇▇▇▇▇ shall cease in its place with prior notice to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) of the number of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies)Parties. The Chairman Parties shall, in accordance with Applicable Law, take or cause to be taken, all necessary actions including causing the necessary resolutions to be passed, as promptly as possible but within 7 (seven) Business Days of the Board shall be one of the Founder Directors. The Chairman of the Board as of the Closing is Ye Guofu. (b) Each Shareholder agrees thatsuch notice, if at any time it is entitled to vote for the appointment of the Directors, it shall vote all of its Company Securities give effect to such nomination or execute proxies or written resolutions or consentsremoval, as the case may be, and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure . It is agreed that the composition of the Board is as set forth in this Section 2.01. (c) Each AGI Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or assigned subject to retire by rotation provided however, if the AGI Director is required to retire by rotation at any Person other than its Permitted Transfereetime, whether in conjunction with a Transfer of Company Securities or otherwise. (e) In the event that a plan for a Qualified IPO is duly approved in accordance with this Agreementany reason whatsoever, the Founder Holding Companies Shareholders shall have ensure that such AGI Director is re- appointed at the rightsame Shareholders’ meeting in which the AGI Director is required to retire, at any time prior unless the AGI Investors decide to the consummation of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but not both) of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignationcontrary.

Composition of the Board. (a) The Board initially shall consist be comprised of up to seven three (73) Directors, consisting of members: (i) five (5) Directors jointly one member designated by the Founder Holding Companies (the “Founder Directors”)A&A Members, and (ii) one (1) Director two members designated by Tencentthe Rieke Member. If the A&A Members hold less than 10% of the total Units outstanding at any time, provided that Tencent then the A&A Members shall cease no longer be entitled to have such designation right if designate a member to the aggregate number of Shares Board and the Rieke Member shall be entitled to designate all three members to the Board. (calculated on an as-converted basisb) Initially, the Board member designated by the A&A Members will be ▇▇▇▇▇ Arminak, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director Board members designated by the ▇▇▇▇▇ Member will be ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (c) The composition of the board of directors or managers (and board observers) of Yuyao and each other Subsidiary of the Company (each, provided a “Sub Board”) shall be identical to the Board, unless the Board determines that ▇▇▇▇to comply with applicable government regulations, a Sub Board must be comprised of different membership. (d) So long as the A&A Members are entitled to designate a Board member, such Board member shall be entitled to be a member of any committee formed by the Board or a Sub Board. (e) The removal from the Board or a Sub Board (with or without cause) of any Board member designated hereunder shall be upon the appointing party’s written request, but only upon such written request and under no other circumstances; provided, however, that the ▇▇▇▇▇ shall cease to have such designation right Member may remove any Board member designated by the A&A Members if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is A&A Members then hold less than fifty percent (50%) 10% of the number of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after total Units outstanding (f) In the Closing (in which case event that designation right shall belong any Person ceases to the Founder Holding Companies). The Chairman serve as a member of the Board or any Sub Board during such member’s term of office, the resulting vacancy on the Board or any Sub Board shall be one filled by the party that designated the Board member whose leaving created such vacancy, as provided hereunder. (g) Notwithstanding the foregoing provisions of this Section 4.2 to the Founder Directors. The Chairman contrary, in the event that any Person’s membership on the Board or the Sub Board causes any regulatory issues or is a cause of concern to any regulatory body, then such Person shall be removed and a replacement member of the Board as of will be appointed by the Closing is Ye Guofudesignating Member. (bh) Each Shareholder agrees thatThe Company shall pay, if at any time it is entitled or shall cause its Subsidiaries to vote for pay, the appointment of the Directors, it shall vote all of its Company Securities or execute proxies or written resolutions or consents, as the case may be, reasonable out-of-pocket fees and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure that the composition expenses incurred by each member of the Board is as set forth in this Section 2.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absenceconnection with such member’s service on the Board, and such Alternate Director shall be entitledincluding, while holding such officewithout limitation, to receive notices of meetings attending any meeting of the Board or any committee thereof (if or any meeting of a Sub Board or any committee thereof. Except as otherwise provided in the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Notwithstanding anything to the contrary immediately preceding sentence or elsewhere in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwise. (e) In the event that a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies shall have the right, at any time prior to the consummation members of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but Board shall not both) be compensated for their services as members of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignationBoard.

Composition of the Board. i. From and after the Common Shares Closing and until the conversion of the Preferred Shares into Common Stock pursuant to the terms of the Certificate of Designations (the "Conversion"), each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2: (1) The authorized number of directors on the Board shall be estblished at eight directors; and (2) The following individuals shall be elected to the Board: (a) The Board shall consist of up to seven (7) Directors, consisting of (i) five (5) Directors jointly designated four representatives nominated by the Founder Holding Companies (the “Founder Directors”)Ginsburgs, (ii) one (1) Director designated by Tencent, provided that Tencent who shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director designated by initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ shall cease to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is one additional representative to be nominated by the Ginsburgs. (b) two representatives nominated by Westar, and (c) two representatives who shall not be officers or employees of the Company or of Westar or related by blood or marriage to or affiliated with any of the Ginsburgs (the "Independent Directors") nominated mutually by the Stockholders; and (3) If at any time prior to the Conversion, Westar Transfers Shares to a Non-Affiliate, Westar shall forfeit the right to nominate (a) one Board seat if it Transfers 40% or more but less than fifty percent (50%) 75% of the Shares, which Board seat shall thereafter become an Independent Director seat, and (b) two Board seats if it Transfers 75% or more of the Shares. ii. After the Conversion, each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2: (1) The authorized number of directors on the Board shall be established at nine directors; and (2) The following individuals shall be elected to the Board: (a) three representatives nominated by the Ginsburgs, (b) three representatives nominated by Westar, (c) three representatives who shall be Independent Directors nominated mutually by the Stockholders; and (3) If at any time after the Conversion, Westar Transfers Shares held by ▇of Common Stock (including those acquired upon Conversion) to a Non-Affiliate, Westar shall forfeit the right to nominate (a) one Board seat if it Transfers 25% or more but less than 45% of the Shares, which Board seat shall thereafter become an Independent Director seat, (b) two Board seats if it Transfers 45% or more but less than 70% of the Shares, which Board seats shall thereafter become Independent Director seats, and (c) three Board seats if it Transfers 70% of more of the Shares. iii. Any committees of the Board shall be created and the composition thereof determined only upon the approval of not less than one ▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies)nominee, one Westar nominee and one Independent Director. iv. The Chairman removal from the Board (with or without cause) of any representative nominated hereunder shall be at the written request of the Person nominating such representative, but only upon such written request and under no other circumstances, subject to applicable law. v. In the event that any representative nominated hereunder resigns, is removed or otherwise ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be one filled by a representative nominated by the Person nominating such representative as provided hereunder. 5 vi. No transferee of Stockholder Shares (including Common Stock issued upon Conversion), other than Permitted Transferees, shall have any right hereunder to cause any representatives to be appointed to the Board. vii. The Company agrees to include each such designated nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's stockholders for election as directors and shall use its best efforts to cause the election or reelection of each such nominee to the Board, including soliciting proxies in favor of the Founder Directors. The Chairman of the Board as of the Closing is Ye Guofu. (b) Each Shareholder agrees that, if at any time it is entitled to vote for the appointment of the Directors, it shall vote all of its Company Securities or execute proxies or written resolutions or consents, as the case may be, and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member election of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Directorpersons. (d) Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwise. (e) In the event that a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies shall have the right, at any time prior to the consummation of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but not both) of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignation.

Composition of the Board. (a) The Issuer Board shall consist of up five members. WCAS VII shall be entitled, but not required, to seven (7) Directorsdesignate two members of the Issuer Board, consisting WCAS VIII shall be entitled, but not required, to designate one member of (i) five (5) Directors jointly designated by the Founder Holding Companies (the “Founder Directors”), (ii) one (1) Director designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basisIssuer Board, and as appropriately adjusted for any share dividendLimited Commerce shall be entitled, share splitbut not required, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) to designate two members of the number Issuer Board. The right to designate a member or members of Shares held by Tencent immediately after the Closing (in which case that designation right Issuer Board shall belong to the Founder Holding Companies)solely to, and (iii) one (1) Director designated by ▇▇▇▇▇▇▇▇▇, provided that ▇▇▇▇▇▇▇▇▇ shall cease to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) of the number of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies). The Chairman of the Board shall be one of exercised exclusively by, the Founder Directorsrespective Holder to whom such right has been granted herein for its own benefit and account. The Chairman of the Board as of the Closing is Ye Guofu. (b) Each Shareholder agrees that, if at any time it is Holder entitled to vote for the appointment election of directors to the Directors, Board agrees that it shall will vote all of its Company Voting Securities or execute proxies or written resolutions or consents, as the case may be, and take all other necessary actions action (including causing the Company Issuer to call an extraordinary general a special meeting of shareholdersstockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.014.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (b) Each director designated pursuant to Section 4.1(a) shall have the right to serve as a member of any and all committees of the Issuer Board. The appointment and removal of a designated director shall be by written notice from the designating stockholder to the Issuer, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) Each Director may of WCAS VII and WCAS VIII shall have the right to appoint a representative to attend as an Alternate Director from time to time to act during his absence, observer (i) each and every meeting of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such Alternate Director board. The appointment and removal of such representatives shall be entitledby written notice from WCAS VII or WCAS VIII, while holding such officeas the case may be, to receive notices the Issuer and shall take effect upon the delivery of meetings written notice thereof to the Issuer at its principal office or at any meeting of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing DirectorIssuer Board. (d) Notwithstanding anything In addition to the contrary in this Agreement but except as expressly contemplated rights et forth in Section 2.01(a)4.5 hereto, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any right to designate any Director is individual information relating to the applicable Shareholder Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall not be capable entitled, at all reasonable times, to have access to the premises, books and records of being transferred or assigned to any Person other than the Issuer and its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwisesubsidiaries. (e) In the event that a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies Each of WCAS VII and WCAS VIII shall have the rightright to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time prior time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the consummation of the Qualified IPO and upon consultation with the Investor ShareholdersIssuer, to request that one monetarily or otherwise, or (but not bothc) of the Investor Directors resign from the Board with immediate effectconviction for, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignationor a guilty plea to, a felony.

Composition of the Board. (a) The Each Stockholder agrees to take any and all action necessary (including, without limitation, the voting of all shares of Stock owned or held by such Stockholder or over which such Stockholder has voting control, the execution and delivery of proxies and actions in writing, and the calling or joining in the calling of special stockholder meetings) to cause eight Stockholder designees to be elected to the Board shall consist of up to seven (7) Directors, consisting of Directors as follows: (i) five (5) Directors jointly one member designated by the Founder Holding Companies BankInvest (the “Founder Directors”"BI"), (ii) one (1) Director member designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares Dansk Kapitalanlaeg Aktieselskab (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies"DK"), and (iii) one (1) Director member jointly designated by ▇▇▇▇▇▇▇▇▇Lonmodtagernes Dyrtidsfond ("LD") and Kommunernes Pensionsforsikring A/S ("KP"), provided that ▇▇▇▇▇▇▇▇▇ shall cease to have such designation right if (iv) one member designated by ABN AMRO Ventures B.V., (v) one member designated by the number holders of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) a majority of the number of Shares held Series E Preferred Stock and (vi) three members designated by ▇▇▇▇▇▇▇▇▇ immediately after the Closing Founding Stockholder (in which case PROVIDED that designation right shall belong to the Founder Holding Companies). The Chairman of the Board shall be one of the Founder Directors. The Chairman Founding Stockholder's designees shall be the Chief Executive Officer of the Board as of the Closing is Ye GuofuCompany). (b) Each Shareholder agrees thatThe Stockholders acknowledge that pursuant to Article IV, if at any time it is Section C.3.e of the Certificate, the holders of the Company's Series C Preferred Stock are entitled to vote for elect one director in addition to the appointment directors elected pursuant to Section 6.1(a) of the Directors, it shall vote all of its Company Securities or execute proxies or written resolutions or consents, as the case may be, and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01Agreement. (c) Each Director Any director who is elected to the Board of Directors pursuant to a designation under Section 6.1(a) above may appoint an Alternate Director be removed from time the Board of Directors during or upon the completion of such director's term by (and only by) the Stockholder having made the designation. Upon the occurrence of a vacancy in the Board of Directors occasioned by the resignation, retirement, death, disability or removal, or the expiration of the term, of a director designated under Section 6.1(a) above, the Stockholder having designated such director shall be entitled to time designate the successor thereto and the name of the individual so designated shall be promptly submitted to act during his absencethe Stockholders for election by the most expeditious means practicable, and such Alternate Director shall be entitled, while holding such office, the Stockholders agree to receive notices of meetings of cause the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member election of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Directornew designee. (d) Notwithstanding anything to The Board of Directors shall elect, from among the contrary in this Agreement but except as expressly contemplated in Section 2.01(adirectors of the Company, other than directors designated by the Founding Stockholder, a chairman of the Board of Directors (the "Chairman"), . The Chairman shall chair all meetings of the Board of Directors and have any right to designate any Director is individual to the applicable Shareholder and shall not be capable of being transferred or other duties assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer him by the Board of Company Securities or otherwiseDirectors. (e) In The parties agree that given the event that a plan for a Qualified IPO is duly approved in accordance with this Agreementnature of the Major Institutional Stockholders, the Founder Holding Companies shall have the right, at any time prior to the consummation extent permitted by applicable law, any directors appointed pursuant to Section 6.1(a)(i), (ii), (iii), (iv) or (v) above shall not have a duty to offer to the Company business opportunities of which such director becomes aware and which falls within the scope of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but not both) of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified business conducted by the Founder Holding Companies shall so resign and the Founder Holding Companies shall Stockholder by whom such director was designated. (f) Any director appointed pursuant to Section 6.1(a)(i), (ii), (iii), (iv) or (v) will be entitled to jointly designate an individual indemnification to fill the Board seat vacated full extent provided by such resignationthe Certificate and the Corporation law.

Composition of the Board. (a) The Board shall consist of up to seven (7) Directors, consisting directors of whom (i) five (5) Directors jointly four will be designated by the Founder Holding Companies (the “Founder Directors”)DLJMB in its sole discretion, (ii) one (1) Director designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) of the number of Shares held by Tencent immediately after the Closing (in which case that designation right shall belong to the Founder Holding Companies), and (iii) one (1) Director designated by will be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ for so long as he is employed by the Company, provided that ▇(iii) one will be designated by CVC as long as at the close of business on the Business Day immediately preceding such designation, the number of Common Shares held by CVC is more than 10% of the outstanding Common Shares on a Fully Diluted basis and (iv) one will be designated by DLJMB but shall not be either an "Affiliate" or an "Associate" (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of the DLJ Entities or the Other Stockholders (the "Independent Director") and shall be designated by DLJMB after consultation with the Other Stockholders. On the Closing Date, the initial Board shall be ▇▇▇▇▇▇▇▇ shall cease to have such designation right if the number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇, ▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) of the number of Shares held by ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ immediately and, shortly after the Closing (in which case that designation right Date, ▇▇▇▇▇ ▇▇▇▇. DLJMB shall belong be permitted to increase the Founder Holding Companies). The Chairman number of directors who serve on the Board from seven to eight and DLJMB shall be one of permitted to designate the Founder Directors. The Chairman of the Board as of the Closing is Ye Guofueighth director. (b) Each Shareholder agrees that, if at any time it is Stockholder entitled to vote for the appointment election of directors to the Directors, Board agrees that it shall will vote all of its Company Securities Shares or execute proxies or written resolutions or consents, as the case may be, and take all other necessary actions action (including action by written consent or causing the Company to call an extraordinary general a special meeting of shareholdersstockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of ; provided that the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Notwithstanding anything to the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual to the applicable Shareholder and Other Stockholders shall not be capable required to vote for the board-designees of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer DLJMB if the aggregate number of Company Securities or otherwise. (e) In Common Shares held by the event that a plan for a Qualified IPO is duly approved in accordance with this Agreement, the Founder Holding Companies shall have the rightDLJ Entities is, at any time prior to the consummation close of business on the day preceding such vote or execution of proxies or consents, less than 10% of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but not both) DLJ Entities' Initial Ownership of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignationCommon Shares on a Fully Diluted Basis.

Composition of the Board. (a) Pre-IPO. The Board shall consist of up Directors of the Company (the "Board") shall, in accordance with the provisions of the Restated Articles, be comprised of no more than twenty members. Prior to seven (7) Directors, consisting of an IPO: (i) five So long as Beacon holds (5x) Directors jointly designated by the Founder Holding Companies (the “Founder Directors”), (ii) one (1) Director designated by Tencent, provided that Tencent shall cease to have such designation right if the aggregate number of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification 51% or other similar event) held by Tencent and its Affiliates is less than fifty percent (50%) more of the number of Shares held shares of Series D Preferred purchased by Tencent immediately after the Closing (in which case that designation right shall belong Beacon pursuant to the Founder Holding CompaniesPurchase Agreement or (y) 5% or more of the Common Stock (the "Pre-IPO Threshold"), Beacon shall have the right to designate two persons to serve as members of the Board, and in all other cases, the holders of a majority of the outstanding shares of Series D Preferred, including, for the purposes of this clause (i) holders of shares of Class C Common Stock into which shares of Series D Preferred have been converted, shall have the right to designate two persons to serve as members of the Board (each, a "Beacon Director"); (ii) the holders of a majority of the outstanding shares of Class A Common Stock shall have the right to designate six persons to serve as members of the Board; provided, however, that the holders of the outstanding shares of Class A Common Stock hereby agree to designate each of the Senior Management Shareholders as three of the six members of the Board to be elected by the holders of a majority of the outstanding Class A Common Stock for as long as, in each such Senior Management Shareholder's case, his employment agreement with the Company is in full force and effect. Each Senior Management Shareholder shall offer to resign as a member of the Board immediately upon termination of his employment with the Company, and the holders of the Class A Common Stock agree to remove from the Board any Senior Management Shareholder who is no longer employed by the Company; (iii) one (1) Director designated by ▇▇▇▇▇▇▇▇▇, provided that ▇▇▇▇▇▇▇▇▇ shall cease to have such designation right if the number holders of Shares (calculated on an as-converted basis, and as appropriately adjusted for any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event) held by ▇▇▇▇▇▇▇▇▇ and its Affiliates is less than fifty percent (50%) a majority of the number outstanding shares of Shares held by ▇▇▇▇▇▇▇▇▇ immediately after Class B Common Stock shall have the Closing (in which case that designation right shall belong to the Founder Holding Companies). The Chairman designate eight persons to serve as members of the Board shall be one (the "Class B Directors"); (iv) the holders of a majority of the Founder Directors. The Chairman outstanding shares of the Board as of the Closing is Ye Guofu. (b) Each Shareholder agrees thatSeries A Preferred, if at any time it is entitled to vote including, for the appointment purposes of this clause (iv) shares of Class C Common Stock into which shares of Series A Preferred have been converted, shall have the Directors, it shall vote all of its Company Securities or execute proxies or written resolutions or consents, right to designate one person to serve as the case may be, and take all other necessary actions (including causing the Company to call an extraordinary general meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) Each Director may appoint an Alternate Director from time to time to act during his absence, and such Alternate Director shall be entitled, while holding such office, to receive notices of meetings of the Board or any committee thereof (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as the Board; (v) the holders of a Director at any such meeting at which the appointing Director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions majority of the appointing Director. outstanding shares of Series B Preferred, including, for the purposes of this clause (dv) Notwithstanding anything to shares of Class C Common Stock into which shares of Series B Preferred have been converted, shall have the contrary in this Agreement but except as expressly contemplated in Section 2.01(a), any right to designate any Director is individual one person to serve as a member of the applicable Shareholder and shall not be capable of being transferred or assigned to any Person other than its Permitted Transferee, whether in conjunction with a Transfer of Company Securities or otherwise.Board; and (evi) In the event that holders of a plan majority of the outstanding shares of Series C Preferred, including, for a Qualified IPO is duly approved in accordance with the purposes of this Agreementclause (vi) shares of Class C Common Stock into which shares of Series C Preferred have been converted, the Founder Holding Companies shall have the right, at any time prior right to the consummation designate two persons to serve as members of the Qualified IPO and upon consultation with the Investor Shareholders, to request that one (but not both) of the Investor Directors resign from the Board with immediate effect, in which case the Investor Director as specified by the Founder Holding Companies shall so resign and the Founder Holding Companies shall be entitled to jointly designate an individual to fill the Board seat vacated by such resignationBoard.