Common use of Board Representation Clause in Contracts

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.

Board Representation. Subject ECT or its designated Affiliate (the "Acting Party") shall have the right (a) to the Companies Law (as revised) designate one member of the Cayman Islands, as amended from time to time and every statutory modification Board of Directors of the Seller or re-enactment thereof for the time being in force (the “Statute”), b) (i) the Series A Investors shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, Acting Party) prior notice of any proposed board action and to designate one receive (1and Seller covenants and agrees to deliver to the Acting Party) individual, as an observer (reasonable notice of and a right to attend any meeting of the “Series A Observer”)Seller's Board of Directors, (ii) CVP shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(aActing Party), promptly after they are produced, all management reports and accounts relating to the Seller that are provided to Seller's Board of Directors or any committee of the Board of Directors and (iii) Verlinvest shall be entitledupon reasonable notice, by notice in writing to have reasonable access to the Companybooks and records of the Seller, including statutory books, minute books and customer lists. In the event the Acting Party elects to designate one (1) individual, a person to serve as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings a member of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of Directors of the Board Seller (the "Designee"), the Seller shall (x) expand as required the number of directors constituting the entire board, (y) fill the vacancy created by such expansion with such Designee and in (z) submit the same mannername of such Designee to the stockholders of the Seller (together with a recommendation of his or her election) at each meeting of stockholders at which directors are elected, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if anyuntil requested otherwise by the Acting Party. The Board obligations of the Seller pursuant to this Section 7.03 shall take such reasonable steps continue in full force and effect for so long as may be required so as the ECT and JEDI-II and/or their respective Affiliates beneficially own 5% or more of the outstanding Common Stock of the Seller (including the Warrant Shares represented by the Warrants, whether exercised or not). Any Designee shall agree to enable resign at the Observers request of the Seller, at any time after the expiration of the rights of the ECT and any Acting Party pursuant to fulfill his/her rolethis Section 7.03. The Observers rights of ECT under this Section 7.03 shall not influence nor direct the activities be assignable other than to an Affiliate of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the CompanyECT.

Board Representation. Subject to (a) For so long as Tencent is an Important Shareholder, Tencent shall have the Companies Law right, following consultation with the Company (as revised) of the Cayman Islandsbut, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”avoidance of doubt, at Tencent’s discretion), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer director of the Company (the “Series A ObserverTencent Director”) for nomination for election to the Company’s board of directors (the “Board”). The Tencent Director shall be appointed to each committee of the Board (other than the Audit Committee (the “Audit Committee”)) in place from time to time; provided that (i) the Board will have the right to approve the Tencent Director (such approval not to be unreasonably withheld, conditioned or delayed, it being understood that such approval right is intended to permit the Board to comply with its fiduciary duties and that Tencent will, subject to those duties, be entitled to select its designee in its discretion), (ii) CVP the Tencent Director shall at all times be entitled, by notice in writing to an individual from the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), senior management of Tencent; (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all Company may exclude any director from meetings of the Board or its committees if (A) attendance would violate any applicable securities laws or listing requirements or (B) the Board reasonably determines that such exclusion is necessary with respect to any matter in which such director holds any interest adverse to the Company or its Subsidiaries or to preserve attorney-client privilege. Each of Tencent and all committees thereof (whether in personE-House hereby agrees to cause any director designated by it, telephonic and any director of the Company who is a director, officer or otherwise) in a non-voting capacity employee of it or its affiliates, to be bound by and to receive, concurrently comply with the members of the Board Company’s confidentiality, trading windows and blackout policies applicable to directors, as in the same manner, a copy of all materials provided effect from time to such members, including inter alia, board packs time and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard duly noticed to the activities of the Board or as to the Companydirectors.

Board Representation. Subject to (a) For so long as the Companies Law Purchaser either (as revisedi) beneficially owns at least 7% of the Cayman IslandsCommon Stock on a fully diluted basis or (ii) holds at least half of the Series B Preferred Stock purchased under this Agreement (or securities issued on the conversion of either such Series B Preferred Stock or securities into which such Series B Preferred Stock converted), as amended from time to time the Company shall nominate and every statutory modification or re-enactment thereof for recommend that its stockholders elect one director designated by the time being in force Purchaser (the “StatutePurchaser Designee”). The Purchaser Designee shall receive notice of all meetings of any committee of the Board at the same time and in the same manner as the members of such committees of the Board, (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), full rights to attend all meetings thereof (whether such meetings are formal or informal, are convened in person, telephonically, or by any other telecommunication means), and the Company shall provide the Purchaser Designee all materials distributed to any committee of the Board and all committees thereof (whether other information related to the Company which is made available to, or which would otherwise be available upon reasonable request by, the committee members thereof. Any vacancy in person, telephonic or otherwise) the position of the Purchaser Designee shall only be filled with another designee designated by the Purchaser in a non-voting capacity and to receive, concurrently accordance with the members terms hereof. Any vacancy created by any removal of the Board and in Purchaser Designee shall also only be filled at the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities direction of the Board and Purchaser. Notwithstanding anything to the contrary contained in this Section 5.08, the Purchaser shall have no fiduciary or other statutory director duties in regard right to nominate a Purchaser Designee to the activities Board pursuant to this Section if at such time the Holders of the Board or as Preferred Stock are entitled to elect a director to the CompanyBoard pursuant to the Certificate of Designation or otherwise. The right of the Purchaser to nominate a Purchaser Designee as provided in this Section 5.08(a) shall not be assignable by the Purchaser.

Board Representation. Subject (a) Effective on the day after the Note Closing Date, the Company shall increase by one (1) the number of members of the Board of Directors of the Company and shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Companies Law Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that Xxxxxxx will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, and for as long 25 as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or body performing the functions of an executive committee (the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof adjusted for the time being events described in force (the “Statute”Section 1.3 in a manner consistent therewith), (i) the Series A Investors Board of Directors of the Company shall be entitled, by notice in writing to nominate and recommend the Purchaser Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a Director would otherwise expire, and (ii) Purchaser shall be entitled to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP individual who shall be entitled, by receive notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all committees thereof such meetings as an observer on behalf of Purchaser (whether in personthe "OBSERVER"). Subject to Section 5.3(b), telephonic or otherwise) in a non-voting capacity and to receive, concurrently each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and in Executive Committee of the Company, reasonably and consistently applied) and the same mannercompensation and benefits, a copy as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all materials such information shall be provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard made available to the activities of Observer at the Board same time such information is provided or as made available to the CompanyPurchaser and other Directors or Executive Committee members.

Board Representation. Subject For a period of three (3) years from the Closing Date, so long as WPG- Farber, Weber Fund, L.P. ("WPG Farber Weber") holds at least 400,000 xxxres xx Xommon Stock of the Cxxxxxx, xxx Xompany agrees to nominate a designee of WPG Farber Weber reasonably acceptable to the Companies Law Company (as revised) the "Nominee"), xxx xxexxxxx to the Board of Directors of the Cayman IslandsCompany at each meeting of the Company's stockholders, as amended from time or pursuant to time and every statutory modification each written consent of the Company's stockholders, held or re-enactment thereof solicited for the time being in force purpose of the election of directors of the Company. If WPG Farber Weber elects not to have a designee nominated to the Companx'x Xoaxx xx Directors, WPG Farber Weber shall be entitled to have one representative as an obxxxxxx (xxxx no right to vote) at each meeting of the Board of Directors of the Company, and the Board of Directors of the Company shall furnish (or cause to be furnished) WPG Farber Weber, to the attention of such person as WPG Farber Weber may xxxxxnxxx xs its observer (the “Statute”"Observer"), and at thx xxxx xxxx and in the same manner furnished to directors of the Company, notice of each such meeting and any other materials relevant to such meeting so provided to the directors of the Company (including resolutions to be adopted by the directors at any meeting or by written consent); provided, however, that (i) the Series A Investors shall be entitledsuch Observer acknowledges that he or she will have access to confidential, by notice in writing to the Companynonpublic, to designate one (1) individualmaterial, as an observer (the “Series A Observer”)insider information, and (ii) CVP shall such Observer may be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all excluded from portions of meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of Directors of the Board and in Company if Company's Counsel determines that such Observer's presence could jeopardize the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Companyattorney-client privilege.

Board Representation. Subject (a) Effective on the day after the Note Closing Date, the Company shall increase by one (1) the number of members of the Board of Directors of the Company and shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Companies Law Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that Xxxxxxx will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, and for as long as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or body performing the functions of an executive committee (the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof adjusted for the time being events described in force (the “Statute”Section 1.3 in a manner consistent therewith), (i) the Series A Investors Board of Directors of the Company shall be entitled, by notice in writing to nominate and recommend the Purchaser Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a Director would otherwise expire, and (ii) Purchaser shall be entitled to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP individual who shall be entitled, by receive notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all committees thereof such meetings as an observer on behalf of Purchaser (whether in personthe "OBSERVER"). Subject to Section 5.3(b), telephonic or otherwise) in a non-voting capacity and to receive, concurrently each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and in Executive Committee of the Company, reasonably and consistently applied) and the same mannercompensation and benefits, a copy as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all materials such information shall be provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard made available to the activities of Observer at the Board same time such information is provided or as made available to the CompanyPurchaser and other Directors or Executive Committee members.