Common use of Board Representation Clause in Contracts

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as a director. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Director.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent Subject to applicable Law, immediately upon payment by Offeror for shares of Company Common Stock accepted at the Acceptance Time, and from time to time thereafter as shares of Company Common Stock are acquired by Parent or Offeror, Parent shall be entitled to designate one (1) director such number of directors, rounded up to the next whole number, to serve on the Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and of Directors of the Company shall promptly cause, and as will give Offeror representation on the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election Board of such Tencent Director to the Board, including convening a meeting Directors of the Board pursuant to Company of at least that number of directors which equals the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case product of an election, (i) nominating the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Offeror (including for purposes of this Section 1.03 such individual shares of Company Common Stock accepted for payment) bears to the number of shares of Company Common Stock then outstanding. The Company shall take all actions necessary to cause Parent’s designees to be elected as a director as provided herein, (ii) recommending or appointed to the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting Board of shareholders Directors, including, subject to elect directorsapplicable Law and the Company’s Certificate of Incorporation, (iv) if necessary, expanding increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. Subject to applicable Law, the Company shall cause individuals designated by Parent to constitute the same percentage as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03(a)) to be on (i) each committee of the Board of Directors of the Company and (ii) subject to applicable Law and the Company’s Certificate of Incorporation, each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. Subject to applicable Law, and subject to Parent supplying the Company with the information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, at the request of Parent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to appoint fulfill its obligations under this Section 1.03(a) and shall include in the Tencent Directororiginally filed Schedule 14D-9 and otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. The parties hereto acknowledge and agree that, from and after the Acceptance Date, the Company shall be a “controlled company” (v) voting their Company Securities in favor within the meaning of the election listing requirements of such individual as a directorNASDAQ). (b) In Notwithstanding the event foregoing, from the Acceptance Time until the Effective Time, the Company shall use its best efforts to cause its Board of Directors to always have at least two (2) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates, stockholders or employees of Parent or any vacancy of its Subsidiaries, and who are independent directors for purposes of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal continued listing requirements of the Tencent NASDAQ (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, the remaining Continuing Directors (or Continuing Director, Tencent if there is only one remaining) shall have the exclusive right be entitled to designate a replacement any other Person(s) who shall not be an Affiliate, stockholder or employee of Parent or any of its Subsidiaries to fill such vacancy vacancies and serve on the Board, and the Company such Person(s) shall promptly cause the appointment or election of such individual be deemed to the Board (who shall, following such appointment or election, be the Tencent Director Continuing Director(s) for purposes of this Agreement). Each Founder Party ; provided, further, that the remaining Continuing Directors shall take actions to supportfill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and otherwise agrees further provided that if no such Continuing Director is appointed in such time period, Parent shall designate such Continuing Director(s); provided, further, that if no Continuing Director then remains, the other directors shall designate two (2) Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to take any actions fill such vacancies and such Persons shall be deemed to prevent, any such appointment or election, including voting its Company Securities in favor be Continuing Directors for purposes of the appointment or election of such individual to the Board, if applicablethis Agreement. (c) At Notwithstanding anything in this Agreement to the contrary, following the election or appointment of any meeting of Parent’s designees pursuant to Section 1.03(a) and until the Effective Time, the affirmative vote of a majority of the Board Continuing Directors shall be required to (i) amend or any annual general or other meeting terminate this Agreement on behalf of the ShareholdersCompany, when and if held(ii) extend the time for performance of any obligation of, at or action hereunder by, Parent or Merger Sub (or Offeror), (iii) exercise, enforce or waive compliance with any of the agreements or conditions contained herein for the benefit of the Company, (iv) take any action to seek to enforce any obligations of Parent or Merger Sub (or Offeror) under this Agreement or (v) take any other action by the Company under or in connection with this Agreement or the transactions contemplated hereby. The Continuing Directors shall have the authority to retain counsel (which the Tencent Director is up for re-appointment may include current counsel to the Board, Company) at the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each reasonable expense of the Company for the purpose of fulfilling their obligations hereunder and shall have the Founder Parties agree that it shall not take authority, after the Acceptance Date, to institute any action in favor on behalf of the removal Company to enforce the performance of this Agreement in accordance with its terms; provided, however, that Parent shall have received at least three (3) Business Days’ prior notice of the Tencent Directorcommencement of any such action.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent The Investor shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by Tencent the Investor from time to time, the “Tencent Investor Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Investor Director to the Board, including including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Investor Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company Shareholders the election of such Tencent Investor Director to the Board in any meeting of shareholders Shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders Shareholders to elect directors, directors and (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Investor Director, and (v) voting their Company Securities in favor of the election of such individual as a director. (b) In the event of any vacancy the death, disability, retirement or resignation of the Tencent Investor Director due to (or any reasonother vacancy created by removal thereof), including retirement, resignation, death, disability or removal of the Tencent Director, Tencent Investor shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of Board to appoint such individual to the Board (who shall, following such appointment or electionappointment, be the Tencent Investor Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions action to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicableappointment. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, Shareholders that may be held from time to time at which the Tencent Investor Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Investor Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Investor Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree shall not take any action to vote their Company Securities in favor of prevent the re-appointment of such Tencent Director. Investor Director to the Board. (d) Each Founder Party agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and the Company and the Founder Parties agree agrees that it shall not take any action action, in favor of the removal of the Tencent DirectorInvestor Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by an Important Shareholder, Tencent shall have the right, following consultation with the Company and (but, for the avoidance of doubt, at Tencent: (a) Tencent shall be entitled ’s discretion), to designate one (1) director to of the Board Company (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent 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) the Tencent Director shall at all times be an individual from the senior management of Tencent; (iii) the 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 E-House hereby agrees to cause any director designated by it, and any director of the Company who is a director, officer or employee of it or its affiliates, to be bound by and comply with the Company’s confidentiality, trading windows and blackout policies applicable to directors, as in effect from time to time and duly noticed to the directors. (b) For so long as Tencent has the right to designate the Tencent Director for nomination for election to the Board pursuant to Section 3.1(a), E-House and the Company shall promptly cause, and agree to use their reasonable best efforts to cause the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, election or appointment of the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, by (i) nominating such individual to be elected as a director of the Company as provided herein, (ii) recommending to the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation other required information regarding such individual in the Company’s notice proxy statement for any its annual meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, stockholders and (viii) voting their Company Securities solicitation of proxies in favor of connection with the election of such individual as a director. director of the Company. The Company shall (ba) In at all times maintain directors’ and officers’ liability insurance for the event of any vacancy benefit of the Tencent Director due in accordance with past and current practice for directors of the Company and (b) enter into an indemnification agreement with the Tencent Director on the effective date of this Agreement (or, in the case of any subsequent Tencent Director, on the date such person becomes a director), in each case, to the reasonable satisfaction of Tencent. (c) For so long as Tencent has the right to designate the Tencent Director for nomination for election to the Board pursuant to Section 3.1(a), in the event that a vacancy is created at any reasontime by the death, including disability, retirement, resignation, death, disability resignation or removal (with or without cause) of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy vacancy, and serve on E-House and the Company, subject to applicable law, the bylaws and the fiduciary duties of the Board, and the Company shall promptly use their reasonable best efforts to take all necessary or desirable actions as may be required under applicable law to cause the appointment individual designated by Tencent to be appointed or election of such individual elected without delay. For so long as Tencent has the right to the Board (who shall, following such appointment or election, be designate the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of nomination for the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms Section 3.1(a), none of the Memorandum and Articles and any Applicable Law, E-House and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action to cause the removal of the Tencent Director without cause (provided that (i) any material violation of the confidentiality agreement between the Tencent Director and the Company shall constitute cause and (ii) E-House and the Company shall consult with Tencent prior to the removal of the Tencent Director for cause) unless it is directed to do so by Tencent, and if the Company is so directed, the Company shall use its reasonable best efforts to take all necessary or desirable actions to effect such removal and to elect a replacement without delay as provided in favor the immediately preceding sentence. (d) Notwithstanding the provisions of Section 3.1(a), (b) and (c) above, as of and after such time as Tencent, together with its affiliates, is no longer an Important Shareholder, Tencent shall have no right to nominate any Director to the Board as set forth in this Section 3.1, and E-House and the Company shall have the right to remove or procure the removal of, and Tencent shall render all reasonable and necessary assistance for the purpose of the removal of the Tencent DirectorDirector from the Board in accordance with any resolution of Shareholders.

Board Representation. For (a) The Company shall, at or prior to the First Closing Date, cause one vacancy to be created on its Board of Directors (by increasing the number of members of the Board of Directors or otherwise) and at such date shall cause one person designated by the Fund to be elected to its Board of Directors. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in Section 10.10(a), and at each annual meeting of stockholders of the Company thereafter, so long as Tencent is a Qualified Investor the Fund holds 20% of the shares of Common Stock issued or as otherwise mutually agreed issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by the Company Fund on the First Closing Date and Tencent: (a) Tencent Second Closing Date, if any, the Fund shall be entitled to designate one (1) director to the Company's Board (of Directors. The Company shall cause such director, or such other individual who may designee of the Fund to be designated included in the slate of nominees recommended by Tencent from time the Board to time, the “Tencent Director”)Company's stockholders for election as directors, and the Company shall promptly cause, and the Founder Parties shall promptly take actions use its reasonable best efforts to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company cause the election of such Tencent Director to the Board in any meeting of shareholders to elect directorsdesignee, including soliciting voting all shares for which the Company holds proxies in favor of (unless otherwise directed by the election of the Tencent Directorstockholder submitting such proxy) or is otherwise entitled to vote, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as person. Notwithstanding the foregoing, if the Fund has not designated a director. (bperson pursuant to Section 10.10(a) In and is entitled to do so, the event of any vacancy Fund shall be entitled to receive all notices and materials distributed to the members of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal Board of Directors of the Tencent DirectorCompany, Tencent shall have the exclusive right and to designate a replacement one person who shall be entitled to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election attend all meetings of such individual to the Board (who shall, following of Directors and committees thereof and to receive minutes of all such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicablemeetings upon preparation thereof. (c) At any meeting In the event such designee of the Board or Fund shall cease to serve as a director for any annual general or reason, other meeting than by reason of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment Fund not being entitled to the Boarddesignate a designee as provided in Section 10.10(b), the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use its reasonable best efforts to ensure that cause the Tencent Director is re-appointed vacancy resulting thereby to be filled by a designee of the Fund. (d) In addition to the rights granted pursuant to Sections 10.10(a), (b) and (c) above, (i) so long as the Fund holds 20%of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by the Shareholders Fund on the First Closing Date and the Second Closing Date, if any, the Fund shall have the right to have a representative attend all regular and special meetings of the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each Directors of the Company and (ii) so long as CIP holds 20%of the Founder Parties agree that it shall not take any action in favor shares of Common Stock issued or issuable upon conversion of the removal Preferred Shares (whether or not the Preferred Shares have been converted) acquired by CIP on the First Closing Date and the Second Closing Date, if any, CIP shall have the right to have a representative attend all regular and special meetings of the Tencent DirectorBoard of Directors of the Company. These visitation rights shall include the right to receive the same notice and materials provided to the Board at the same time as provided to the Board.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent For as long as JD, together with its Affiliates, holds (i) no less than 80% of the Class A ordinary shares they held immediately after the Closing (as defined under the Subscription Agreement) or (ii) no less than 15% of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by Tencent JD from time to time, the “Tencent JD Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, arrange for the appointment or election of such Tencent JD Director to the Board, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such Tencent JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company Shareholders the election of such Tencent JD Director to the Board in any meeting of shareholders Shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the Tencent JD Director; provided, and (v) voting their Company Securities in favor however, that the JD Director candidate shall be subject to the approval of the election of such individual as a directorBoard, which approval shall not be unreasonably withheld. (b) In the event of any vacancy the death, disability, retirement or resignation of the Tencent JD Director due to (or any reasonother vacancy created by removal thereof), including retirement, resignation, death, disability or removal of the Tencent Director, Tencent JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause arrange for the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent JD Director for purposes of this Agreement). Each Founder Party ; provided, however, that the JD Director candidate thus designated shall take actions be subject to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor the approval of the appointment or election of such individual to the Board, if applicablewhich approval shall not be unreasonably withheld. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, Shareholders that may be held from time to time at which the Tencent JD Director is up for re-appointment or re-election to the Board, the Company shall cause the Board to re-appoint the Tencent JD Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent JD Director is re-appointed elected by the Shareholders to serve on the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their . The Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree agrees that it shall not take any action action, in favor of the removal of the Tencent DirectorJD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by Effective upon the Company closing of the IPO and Tencent: prior to the date of the Business Combination Closing, the Purchaser shall have the right to designate one individual (the “Purchaser Designee”) to be, at Purchaser’s election, either (a) Tencent a non-voting observer (a “Board Observer”) of the Board or (b) elected as a member of the Board. Any Board Observer shall be entitled to designate one (1) director attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that the Board Observer shall not be entitled to vote on any matter submitted to the Board (such director, or any of its committees nor to offer any motions or resolutions to the Board or such other individual who may be designated by Tencent committees. In the event of the Purchaser Designee’s death, disability or resignation from time the Board prior to timethe Business Combination Closing, the “Tencent Director”), and Purchaser shall have the Company shall promptly cause, and right to designate a replacement Purchaser Designee. In the Founder Parties shall promptly take actions event the Purchaser designates a Purchaser Designee to support and otherwise agree not be elected to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director clause (b) above, each Sponsor hereby agrees to the Board, and vote all of its shares in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent DirectorPurchaser Designee, and the Purchaser Designee shall be entitled to such contractual indemnification as is provided to the other directors of the Company. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (iiii) including such nomination and recommendation regarding such individual the Board concludes in good faith, upon advice of the Company’s notice for any counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and such counsel; or (ii) such portion of a meeting of shareholders is an executive session limited solely to elect directors, (iv) if necessary, expanding the size independent director members of the Board, independent auditors and/or legal counsel, as the Board in order to appoint the Tencent Directormay designate, and the Board Observer (v) voting their Company Securities in favor assuming the Board Observer were a member of the election of Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such individual as a director. (b) other exchange on which the Company’s securities are then traded. In the event of any vacancy the Purchaser designates a Board Observer pursuant to clause (a) above, Purchaser’s Board Observer shall have no duties, fiduciary or otherwise, to the Company. If the Purchaser does not designate a Purchaser Designee prior to the date of the Tencent Director due to any reasonBusiness Combination Closing, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board rights pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it this Section 9 shall not take any action in favor of the removal of the Tencent Directorterminate.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be entitled to designate increased by one (1) director member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or such other individual who may be designated by Tencent from time an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to timeat least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the “Tencent Director”), and Company may cause the Company shall promptly cause, and the Founder Parties shall promptly take actions Purchaser Designee to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director be replaced with a nominee acceptable to the BoardCompany. (d) The Purchaser Designee shall, including convening a meeting of the Board pursuant when up for election, subject to the Memorandum terms hereof and Articles and appointing such Tencent Director to the Boardapplicable law, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as a director. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to recommendation of the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company and the Founder Parties agree that it shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in favor each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the removal Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Tencent DirectorBoard. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. For (a) At the Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of the Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as Tencent is the Investor Shareholder Group collectively owns of record a Qualified number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the "Investor or Directors"), (ii) the Existing Shareholders, acting as otherwise mutually agreed a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the "Existing Shareholder Directors") and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, such additional directors shall be Independent Directors and shall be jointly nominated by the Company Investor Directors and Tencent: the Existing Shareholder Directors. Any nomination for the replacement of (ax) Tencent a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to designate one (1) director serve through the earlier to occur of their resignation or the expiration of their respective current terms and; provided, further that to the extent that the Board or any member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and its shareholders to nominate any Investor Director or Existing Shareholder Director to the Board (such directoror any Committee thereof, the Board, or any member thereof, may refuse to make such other individual who nomination and such refusal shall not be deemed a breach of this Agreement. (b) Subject to Section 2.1(a), the Company, the Investor Shareholders and the Existing Shareholders at all times shall take such action as may be designated by Tencent from time reasonably required under applicable law to time, cause the “Tencent Director”), Investor Shareholders' designee(s) and the Company shall promptly cause, and the Founder Parties shall promptly take actions Existing Shareholders' designee(s) to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director be elected to the Board. Furthermore, including convening a meeting of the Board pursuant Company hereby agrees, subject to the Memorandum and Articles and appointing such Tencent Director Section 2.1(a), to the Board, and in the case of an election, (i) nominating such individual include each of the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) on each slate of nominees for election to be elected as a director as provided hereinthe Board proposed by the Company and/or the Board (or any Committee thereof), (ii) recommending recommend the election of the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directorsCompany, including soliciting proxies in favor of the election of the Tencent Director, and (iii) including such nomination without limiting the foregoing, to otherwise use commercially reasonable efforts to cause the Director designees of the Investor Shareholders and recommendation regarding such individual the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company’s notice for any meeting of shareholders ) to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as a director. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual elected to the Board, if applicable. (c) At any meeting During the Term of this Agreement, one of the two Investor Directors shall be appointed as a member of the Compensation Committee of the Board and one of the Investor Directors shall have the right to attend all Audit Committee meetings; provided, however, that in the event that the Company is listed on The Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), then each Investor Director shall be qualified under the rules and regulations of the SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading) and the Company's guidelines (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time to serve as a member of the Compensation Committee. (d) During the Term of this Agreement, none of the following actions shall take place without the consent of at least one of the Investor Directors: (i) the issuance, redemption or purchase of equity or debt of the Company (including the issuance of warrants and/or the expansion of the Company's current stock option plan), excluding (x) issuances of equity or debt securities and the incurrence of debt in connection with Permitted Acquisitions (defined below), (y) the incurrence of debt in connection with inventory, equipment or lease financing in the ordinary course of business in any fiscal year in an amount not to exceed 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year together with all then outstanding inventory, equipment or lease financings, and (z) debt incurred under lines of credit or revolving credit facilities or any annual general renewals, extensions, substitutions, refundings, refinancings or replacements of such indebtedness in an amount not to exceed the greater of the amount outstanding on the date hereof and 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year. (ii) the issuance of any omnibus stock plan which would permit the issuance to employees, officers or directors of the Company of options for Company stock; provided however, that such consent shall not be required for the approval of an omnibus stock plan of up to 18% of the number of shares of Common Stock outstanding on the Closing Date (after giving effect to the issuance of Common Stock pursuant to the Purchase Agreements), so long as such plan provides that (i) no more than 20% of the shares of Common Stock available for grant under such plan shall be granted in any one calendar year, (ii) no more than 3.5% of the shares of Common Stock available for grant under such plan shall be granted to any one individual in any one calendar year, and (iii) no more than 50% of the shares of Common Stock granted under such plan in any given year shall be granted to the officers and directors of the Company or any of their respective Affiliates (excluding officers and directors of the Company who derive at least 50% of their cash compensation from the Company as sales commission). (As of the date hereof, the persons set forth on Schedule III derive at least 50% of their cash compensation from the Company as sales commission); or (iii) the creation of any new class of securities; or (iv) any Affiliate Transaction, other than Affiliate Transactions entered into prior to the date hereof and set forth on the Disclosure Schedules to the Investor Purchase Agreement on the terms in effect on the date hereof (including the repayment of debt in accordance with its terms in effect on the date hereof or accrued compensation as of the date hereof owed to Affiliates); or (v) changes to the certificate of incorporation or bylaws of the Company or the formation of new committees; or (vi) the entering into a merger, reorganization or sale of the Company or any of it Subsidiaries or the disposal of any significant portion of their respective assets, or the acquiring of any significant business or assets from another Person (whether by merger, asset or stock purchase or otherwise), other than mergers, acquisitions or other meeting business combinations involving the acquisition of a business offering the same or complimentary services or products to those offered by the Company, provided that the aggregate purchase price for all such businesses in any 12-month period does not exceed 5% of the Company's gross revenue (calculated in accordance with GAAP, consistently applied, (as set forth in financial statements filed with the SEC) for the prior fiscal year ("Permitted Acquisitions"); or (vii) material changes to the business lines of the Company as in effect on the date hereof. (e) During the Term of this Agreement, (i) the Investor Shareholders agree to vote all shares of Common Stock then owned by such Investor Shareholder so as to elect to the Board the Investor Directors, the Existing Shareholder Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof and (ii) each Existing Shareholder agrees to vote all shares of Common Stock then owned by such Existing Shareholder so as to elect to the Board the Existing Shareholder Directors, the Investor Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof. In the event that the Board, acting in good faith in the exercise of its fiduciary duty, determines not to recommend to the Company's stockholders to elect as a director a designee of the Investor Shareholders or a designee of the Existing Shareholders, if the Investor Shareholders or the Existing Shareholders determine to solicit proxies from the Company's stockholders to vote for such nominee, the Company shall reimburse the Investor Shareholders Group or the Existing Shareholder Group, as the case may be, for their reasonable cost incurred in connection with the solicitation of such proxies. (f) If one or more Investor Directors serve as members of the Board at a time when and if heldthe Investor Shareholders no longer have the right to designate a Director, at which the Tencent Director is up for re-appointment to promptly following a written request by a majority of the Board, the Company Investor Shareholders shall immediately cause the Board Investor Director(s) to re-appoint the Tencent Director to resign, as so requested. (g) If one or more Existing Shareholder Directors serve on as members of the Board and at a time when the Company and Existing Shareholders no longer have the Founder Parties shall use best efforts right to ensure that the Tencent Director is re-appointed designate a Director, promptly following a written request by the Shareholders to the Board pursuant to the terms a majority of the Memorandum and Articles and any Applicable LawBoard, and the Founder Parties agree Existing Shareholders shall immediately cause the Existing Shareholder Director(s) to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Directorresign, as so requested.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent Promptly upon the purchase of Shares pursuant to the Offer, Newco shall be entitled to designate one (1) director such number of directors, rounded up to the next whole number, as will give Newco representation on the Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and of Directors of the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director equal to the Board, including convening a meeting product of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such individual the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares beneficially owned by the Investors (including Shares accepted for payment) bears to the number of Shares outstanding. The Company shall take all reasonable actions to permit Newco's designees to be elected as a director as provided herein, (ii) recommending or appointed to the shareholders Company's Board of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directorsDirectors, including soliciting proxies in favor of the election of the Tencent Directorwithout limitation, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. The Company shall take at its expense all action necessary pursuant to Section 14(f) of the Exchange Act and then Rule 14f-1 under the Exchange Act in order to appoint fulfill its obligations under this Section and shall include in the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as a directorSchedule 14d-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. (b) In Following the event election or appointment of any vacancy Newco's designees pursuant to this Section and until the Effective Time, the approval of a majority of the Tencent Director due directors of the Company then in office who are not designated by or otherwise affiliated with SDI shall be required to any reasonauthorize, and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including retirement, resignation, death, disability or removal any action by any other director of the Tencent DirectorCompany, Tencent shall have be required to authorize, any termination of this Agreement by the exclusive right to designate a replacement to fill such vacancy and serve on the BoardCompany, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes any amendment of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment extension of time for performance of any obligation or election, including voting its Company Securities in favor action hereunder by SDI or Newco and any enforcement of or any waiver of compliance with any of the appointment agreements or election of such individual to conditions contained herein for the Board, if applicable. (c) At any meeting benefit of the Board Company, unless any such amendment or any annual general or other meeting waiver will not have an adverse effect on (i) the rights of stockholders to receive the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve Merger Consideration on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of this Agreement (including the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment timing of such Tencent Director. Each payment) or (ii) the rights of holders of Restricted Stock or holders of stock options under SECTION 2.5 (including the Company and the Founder Parties agree that it shall not take timing of any action in favor of the removal of the Tencent Directorpayment to be made to such holders pursuant to this Agreement).

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent The Investor shall be entitled to designate at least one (1) director to the Board (such director, or such other individual who may be designated by Tencent the Investor from time to time, the “Tencent Investor Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support cause and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Investor Director to the Board, including including, convening a meeting of the Board pursuant to the Memorandum Articles and Articles Bylaws and appointing such Tencent Investor Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company Shareholders the election of such Tencent Investor Director to the Board in any meeting of shareholders Shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders Shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Investor Director, and (v) voting their Company Securities in favor the case of the election Founder Parties, vote for electing the Investor Director to the Board in any meeting of such individual as a directorShareholders to elect director(s). (b) In the event of any vacancy the death, disability, retirement, removal or resignation of the Tencent Investor Director due to (or any reasonother vacancy created by removal thereof), including retirement, resignation, death, disability or removal of the Tencent Director, Tencent Investor shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of Board to appoint such individual to the Board (who shall, following such appointment or electionappointment, be the Tencent Investor Director for purposes of this Agreement). Each Founder Party shall take any required actions to support, cause and otherwise agrees not to take any actions action to prevent, prevent any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicableappointment. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, Shareholders that may be held from time to time at which the Tencent Investor Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Investor Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Investor Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum Articles and Articles Bylaws and any Applicable Law, and the Founder Parties agree shall vote for, and not take any action to vote their Company Securities in favor of prevent, the re-appointment of such Tencent Director. Investor Director to the Board. (d) Each of the Company Founder Parties agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and the Founder Parties agree Company agrees that it shall not take any action action, in favor of the removal of the Tencent DirectorInvestor Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent The parties hereto acknowledge and agree that each of the Original Voting Investors (or Affiliates, directors and employees of such Original Voting Investor) shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such designate, on behalf of the Voting Investors, an individual to be elected serve as a director as provided hereinof the Company (each a "Designated Director"), (ii) recommending remove its Designated Director, and (iii) replace its Designated Director in the event of a vacancy created by such Designated Director. Such rights of designation, removal and replacement shall terminate if the Original Voting Investor (or Affiliates, directors and employees of such Investor) owns less than twenty-five percent (25%) of the Securities that such Investor originally purchased from USOL pursuant to that certain Subscription Agreement dated July 21, 1999, by and between the shareholders Investor and USOL. Upon termination of such rights of designation, removal and replacement, the director position originally designated by an Original Voting Investor shall become a director position to be filled by the holders of Company common stock. Each of the Original Voting Investors hereby designates the individual identified opposite its name on EXHIBIT C to act as its initial Designated Director. Each Investor entitled to vote its shares of Company Preferred Stock shall vote its shares of Company Preferred Stock at any regular or special meeting of stockholders of the Company the election or in any written consent executed in lieu of such Tencent Director a meeting of stockholders and shall take all other actions (including using its best efforts to cause the board of directors of the Company to take all actions) necessary to give effect to the Board agreements contained in any meeting of shareholders to elect directorsthis Agreement (including, including soliciting proxies in favor of without limitation, the election of the Tencent DirectorDesignated Directors provided for herein) and to ensure that the certificate of incorporation and bylaws of the Company as in effect at any time hereafter do not conflict in any respect with the provisions of this Agreement. In order to effectuate the provisions of this Agreement, (iii) including each Investor hereby agrees that when any action or vote is required to be taken by such nomination Investor pursuant to this Agreement, such Investor shall use its best efforts to call, or cause the appropriate officers and recommendation regarding such individual in directors of the Company to call, a special or annual meeting of stockholders of the Company’s notice for , as the case may be, or execute or cause to be executed, a consent in writing in lieu of any meeting of shareholders such meetings pursuant to elect directors, (ivapplicable corporate law. To the extent this Section 4.4(a) if necessary, expanding the size of the Board in order does not apply to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of directors of the Company, Sections 4.1 and 4.2 USOL HOLDINGS, INC. AGREEMENT AMONG INVESTORS shall govern the Investors' vote. If any Original Voting Investor transfers less than all of its Company Preferred Stock to one or more Affiliates, directors or employees of such individual Original Voting Investor, then the right to designate, remove and replace a Designated Director shall be determined, as a directoramong the Original Voting Investor and such Affiliates, directors or employees, by agreement of such parties. (b) In Notwithstanding anything contained in this Agreement to the event contrary, insofar as a Regulated Investor owns no Series A Company Preferred Stock, such Regulated Investor shall have no right to designate, remove or replace any Company directors or otherwise participate in the election of Company directors; except, however, so long as such Regulated Investor is an owner of any vacancy of the Tencent Director due to any reasonCompany Preferred Stock, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent that Regulated Investor shall have the exclusive right to designate appoint a replacement representative to fill such vacancy attend and serve on the Board, observe Company board meetings and to receive documents and other information distributed to the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicabledirectors. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Director.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent Upon the Closing, (i) the Company shall increase the size of the Board by three directors and (ii) the Board shall fill this vacancy with three directors designated by the Investor who shall (w) be reasonably acceptable to the Company, (x) be approved by the Nominating and Governance Committee of the Board, (y) meet all qualifications required by written policy of the Company including, without limitation, the Board, the Nominating and Governance Committee of the Board and the ethics and compliance program of the Company, in effect from time to time that apply to all nominees for the Board and (z) meet the independence standards set forth in the NASDAQ listing rules (the “Investor Designees” and each, an “Investor Designee”). (b) Until the occurrence of an Investor Rights Termination Event, the Investor shall have the right to designate such number of Investor Designees to serve as a director on the Board (each an “Investor Board Representative”) equal to (i) three, for as long as the Investor’s Economic Interest Percentage equals or exceeds 12.5%, (ii) two, for as long as the Investor’s Economic Interest Percentage equals or exceeds 10%, and (iii) one, for as long as the Investor’s Economic Interest Percentage equals or exceeds 7.5%. The Company, acting through the Nominating and Governance Committee of the Board, and, as necessary, the Board, shall cause, subject to the fiduciary duties of the members of the Board and the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, such Investor Board Representative to be nominated for election or appointment to the Board. At any Company Stockholders’ Meeting, the Board shall, subject to the directors’ fiduciary duties, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, recommend that the stockholders elect to the Board each Investor Board Representative nominated for election at such meeting. In the event of the death, disability, resignation or removal of an Investor Board Representative, the Company shall cause, subject to the fiduciary duties of the members of the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, the prompt election to the Board a replacement director designated by the Investor to fill the resulting vacancy, and such individual shall then be deemed an Investor Board Representative for all purposes under this Agreement. (c) Each Investor Board Representative shall be entitled to designate one (1) the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as the other members of the Board. The Company shall notify each Investor Board Representative of all regular and special meetings of the Board and shall notify each Investor Board Representative of all regular and special meetings of any committee of the Board of which an Investor Board Representative is a member pursuant to the notice requirements under the Company’s bylaws then in effect. The Company shall provide each Investor Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (such director, or such other individual who may be designated by Tencent from time d) The Investor acknowledges that the Company has corporate governance guidelines in effect which would apply to timeall of the Company’s directors including the Investor Board Representatives. (e) Until the occurrence of an Investor Rights Termination Event, the “Tencent Director”)Company shall provide notification in writing of the anticipated filing date of definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC for an annual general meeting or any special meeting at which directors are elected, of the applicable year, and the Investor shall be required to identify in writing its proposed Investor Designees at least 30 calendar days prior to such date of anticipated filing of the definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC, as well as submit completed director and officer questionnaires provided by the Company within a reasonable period of time of receipt of such questionnaires from the Company, and the Nominating and Governance Committee of the Board of the Company shall, subject to the fiduciary duties of the members of the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, at any Company Stockholders’ Meeting at which directors are to be elected, and in every action or approval by written consent of stockholders of the Company in lieu of such a meeting, nominate the Investor Designees for election to the Board. The Company’s proxy statement for the election of directors shall include the recommendation of the Board in favor of election of the Investor Designees, and the Company shall promptly causesolicit proxies for the Investor Designees to the same extent as it does for any of its other nominees to the Board and use all reasonable efforts to cause the Investor Designees to be elected as directors of the Board; provided, and that such efforts will not require the Founder Parties shall promptly take actions Company to support and otherwise agree not to take postpone any action to preventCompany Stockholders’ Meeting. (f) Until the occurrence of an Investor Rights Termination Event, the appointment or election of such Tencent Director to the Board, including convening a meeting Board shall appoint one of the Investor Board pursuant Representatives to the Memorandum and Articles and appointing such Tencent Director to sit on each committee of the Board, and in the case total number of an electionmembers of each committee of the Board shall not exceed four (4) without prior written consent of the Investor. In the event that the Investor agrees to increase the size of any committee of the Board to more than four (4) members, the number of Investor Board Representatives on each such committee of the Board shall equal to the product of (i) nominating the total number of directors sitting on such individual to be elected as a director as provided herein, committee and (ii) recommending the Investor’s Economic Interest Percentage, rounded up to the shareholders whole number, subject to the Investor Board Representative satisfying applicable qualifications under applicable law, regulation or stock exchange rules and regulations; provided, that in the event that the Board forms a special committee of disinterested directors to evaluate a transaction with the Investor or any of its Affiliates, no Investor Board Representatives shall be appointed to such special committee. (g) Until the occurrence of an Investor Rights Termination Event, the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding shall not increase the size of the Board in order to appoint more than 14 directors without the Tencent Director, and (v) voting their Company Securities in favor consent of the election of Investor; provided, that, such individual as a director. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent consent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shallnot be required if, following such appointment or election, be the Tencent Director for purposes increase in the size of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company number of Investor Designees that the Investor shall cause be entitled to nominate pursuant to this Agreement shall be equal to at least the Board to re-appoint product of (x) the Tencent Director to serve on total number of directors constituting the expanded Board and (y) the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders Investor’s Economic Interest Percentage, rounded up to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Directorwhole number.

Board Representation. For so long as Tencent is (i) Promptly following the written request of the Purchaser, if prior to a Qualified Investor or as otherwise mutually agreed Termination Event, the Board shall adopt resolutions that (i) increase the number of natural persons that constitute the whole Board by the Company and Tencent: (a) Tencent shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), person and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to fill the shareholders of the Company the election vacancy created by virtue of such Tencent Director to the Board increase in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board with an individual designated by the Purchaser, who must in order to appoint the Tencent reasonable judgment of the Company, (A) qualify as an Independent Director, (B) have the requisite skill and experience to serve as a director of a publicly traded company, (C) not be prohibited or disqualified from serving as a director of the Company pursuant to the Company’s Bylaws (as in effect as of the date of determination) or any rule or regulation of the Commission, NASDAQ (or any other principal stock exchange or market upon which the Common Stock may trade), the Company’s, Nominating and Corporate Governance Committee Charter (as in effect as of the date of determination) or by applicable law and (vD) voting their otherwise be reasonably acceptable to the Company Securities (the “Designated Director”). Such Designated Director shall stand for nomination and appointment to the Company’s Board of Directors in favor accordance with the provisions in the Company’s, Nominating and Corporate Governance Committee Charter. The Purchaser shall, and shall cause the Designated Director to, timely provide the Company with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by the Company under the Exchange Act. In addition, at the Company’s request, the Purchaser shall cause the Designated Director to complete and execute the Company’s standard director and officer questionnaire and provide such other information as the Company may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by the election of such individual as a directorCompany. (bii) In the event of any vacancy of the Tencent The Designated Director due to any reason, including retirement, resignation, will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, disability resignation or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicableremoval. (ciii) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up In order to designate an individual for re-appointment to the Board, the Company shall cause the Board Purchaser must submit to re-appoint the Tencent Director to serve on the Board and the Company a written notice in accordance with the notice provisions set forth in Section 7.8 of this Agreement, which notice shall include (i) the name, age, business address and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment residence address of such Tencent Director. Each designee, (ii) a current resume and curriculum vitae of the Company such designee and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Director(iii) a statement describing such designee’s qualifications.

Board Representation. For so (i) So long as Tencent is a Qualified Investor or as otherwise mutually agreed by any Series C Preferred Stock remains outstanding, the Company and Tencent: (a) Tencent Requisite Preferred Holders shall be entitled to designate elect one (1) director individual to the Board to serve as a director (an "Option Director") upon the occurrence or continuation of an Event of Option. (ii) Notwithstanding any other sections of the Certificate of Incorporation, so long as any Series C Preferred Stock remains outstanding, the Requisite Preferred Holders shall be entitled to (A) remove from the Board any Preferred Director elected under the foregoing subsection (i), (B) elect each successor to any such directorPreferred Director removed in accordance herewith or who otherwise vacates such office, and (C) remove any other director necessary to create sufficient vacancies on the Board to permit the Requisite Preferred Holders to elect additional individuals to the Board upon an occurrence or continuance of an Event of Option, pursuant to the foregoing clause (i) above. (iii) The right of the Preferred Holders to elect directors may be exercised at the special meeting called pursuant to this Section, at any annual or other special meeting of shareholders and, to the extent and in the manner permitted by Applicable Law, pursuant to a written consent in lieu of a shareholders meeting. A proper officer of the Corporation shall, upon the written request of the Requisite Preferred Holders, addressed to any officer of the Corporation, call a special meeting of the holders of Preferred Stock for the purpose of electing directors pursuant to this Section. Such meeting shall be held at the earliest legally permissible date at the principal office of the Corporation, or at such other individual who place designated by the Requisite Preferred Holders. If such meeting has not been called by a proper officer of the Corporation within 2 days after personal delivery, by hand or by a nationally recognized, overnight courier guaranteeing next business day delivery, of such written request upon any officer of the Corporation or within 5 days after mailing the same to the secretary of the Corporation at its principal office, then the Requisite Preferred Holders may call such meeting at the expense of the Corporation, and such meeting may be called upon the notice required for annual meetings of shareholders and shall be held at the Corporation's principal office, or at such other place designated by Tencent from time to time, the “Tencent Director”), and the Company Requisite Preferred Holders. The Preferred Holders shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director be given access to the Board, including convening stock record books of the Corporation for the purpose of causing a meeting of the Board stockholders to be called pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, this Section. (iiv) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company the election of such Tencent Director to the Board in At any meeting of shareholders or at any adjournment thereof at which the Preferred Holders have the right to elect directors, including soliciting proxies the presence, in favor person or by proxy, of the Preferred Holders shall be required to constitute a quorum for the election or removal of any director by the Requisite Preferred Holders. The affirmative vote of the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders Requisite Preferred Holders shall be required to elect directors, or remove any Preferred Director. (ivv) if necessary, expanding The Corporation shall pay or reimburse each Preferred Director for the size reasonable out-of-pocket expenses incurred by such Person in connection with attending formal meetings of the Board in order and any committee thereof. The Corporation shall use its best efforts to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as a director. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director maintain video teleconferencing capabilities for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting all formal meetings of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Directorcommittee thereof.

Board Representation. For (a) At the Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of the Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as Tencent is the Investor Shareholder Group collectively owns of record a Qualified number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the “Investor or Directors”), (ii) the Existing Shareholders, acting as otherwise mutually agreed a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the “Existing Shareholder Directors”) and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, such additional directors shall be Independent Directors and shall be jointly nominated by the Company Investor Directors and Tencent: the Existing Shareholder Directors. Any nomination for the replacement of (ax) Tencent a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to designate one (1) director serve through the earlier to occur of their resignation or the expiration of their respective current terms and; provided, further that to the extent that the Board (such directoror any member thereof reasonably believes that it would be contrary to his, her or such other individual who may be designated by Tencent from time its fiduciary duties to time, the “Tencent Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions its shareholders to support and otherwise agree not to take nominate any action to prevent, the appointment Investor Director or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company the election of such Tencent Existing Shareholder Director to the Board in or any meeting of shareholders Committee thereof, the Board, or any member thereof, may refuse to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including make such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as refusal shall not be deemed a director. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes breach of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Director.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent For as long as JD holds no less than twelve and half percent (12.5 %) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by Tencent JD from time to time, the “Tencent JD Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, cause the appointment or election of such Tencent JD Director to the Board, including including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company Shareholders the election of such Tencent JD Director to the Board in any meeting of shareholders Shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the Tencent JD Director, and (v) voting their Company Securities in favor of the election of such individual as a director. (b) In the event of any vacancy the death, disability, retirement or resignation of the Tencent JD Director due to (or any reasonother vacancy created by removal thereof), including retirement, resignation, death, disability or removal of the Tencent Director, Tencent JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent JD Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, Shareholders that may be held from time to time at which the Tencent JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent JD Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their . The Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company and the Founder Parties agree agrees that it shall not take any action action, in favor of the removal of the Tencent DirectorJD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. For so Section 2.01(a) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows: “So long as Tencent is a Qualified Investor or as otherwise mutually agreed the sum of the number of Ordinary Shares and the number of Ordinary Shares into which the then outstanding Note may be converted, in each case, beneficially owned by the Investor, together with its Subsidiaries, constitutes no less than 9,857,028 of the issued and outstanding Ordinary Shares, (subject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction of the Company and Tencent: (a) Tencent made in respect of any such Ordinary Shares), the Investor shall be entitled to designate one (1) director to the Board of the Company (such director, or such other individual who may be designated by Tencent the Investor from time to time, the “Tencent Investor Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, arrange for the appointment or election of such Tencent Investor Director to the BoardBoard as soon as practicable after the Investor notifies the Company of its designation of the Investor Director and following receipt by the Company of all documentation requested by the Company reasonably required for the appointment of the Investor Director but in no event later than thirty (30) days after the receipt of such notification, including convening a meeting of the Board or obtaining resolutions in writing signed by all directors pursuant to the Memorandum and Articles Constitution and appointing such Tencent Investor Director to the Board, who shall hold such office until the next annual general meeting in accordance with the Company’s Constitution and shall be re-appointed by the Company for election at such meeting in accordance with Section 2.01(e) below, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) using best efforts to ensure, and to the extent permitted by Applicable Law and the Company’s Constitution, recommending to the shareholders of the Company Shareholders, the election of such Tencent Investor Director to the Board in any meeting of shareholders Shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Investor Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Investor Director; provided, and (v) voting their Company Securities in favor however, that the Investor Director candidate shall be subject to the approval of the election of such individual as a director. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, which approval shall not be unreasonably withheld, and the Company shall promptly cause the appointment or election of such individual further subject to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or election, including voting its Company Securities in favor of the appointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment of such Tencent Director. Each of the Company to the extent required by Applicable Law and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent DirectorCompany’s Constitution.”

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Tencent The RP Investor II shall be entitled have the right to designate one trustee (1such trustee and any trustee who subsequently replaces such trustee in accordance with this Agreement, a “Primary RP Trustee”) director for election to the Board of Trustees of the Trust (such directorthe “Board”) in accordance with, and subject to the conditions of, Section 10(a)(iii) of the Partnership Agreement. In the event that any Primary RP Trustee shall die, retire from or such other individual who may be removed from the Board, a substitute Primary RP Trustee shall be designated by Tencent from time the RP Investor II for election to time, the “Tencent Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to this Agreement. Each of the Memorandum and Articles and appointing such Tencent Director to the BoardShareholders shall vote, and in the case of an election, (i) nominating such individual or cause to be elected as a director as provided hereinvoted, (ii) recommending to all of the Common Shares beneficially owned or held of record by such Shareholder at any regular or special meeting of the shareholders of the Company Trust called for the purpose of filling positions on the Board, or in any written or electronic consent executed in lieu of such a meeting of shareholders, to cause the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of Primary RP Trustee. The RP Investor II has named ▇▇▇▇▇▇▇ ▇▇▇▇▇ as the Tencent Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual as a directorinitial Primary RP Trustee. (b) In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent The RP Investor II shall have the exclusive right to cause the removal of the Primary RP Trustee (such trustee, a “Removed Trustee”) and designate a replacement to fill such vacancy and serve on the BoardRP Trustee in accordance with, and the Company shall promptly cause the appointment or election of such individual subject to the conditions of, Section 10(a)(iii) of the Partnership Agreement. If the Removed Trustee does not resign or if the Board does not fill the resulting vacancy with the replacement Primary RP Trustee within five (who shall5) business days of written notice of the RP Investor II, following each of the Shareholders shall act by written or electronic consent to remove the Removed Trustee and elect a replacement Primary RP Trustee (or, if such appointment written or electionelectronic consent would not be effective for any reason, be by causing the Tencent Director for purposes Trust to call a special meeting of this Agreement). Each Founder Party shall take actions to support, the shareholders of the Trust and otherwise agrees not to take any actions to prevent, any voting all of the Common Shares beneficially owned or held of record by such appointment or election, including voting its Company Securities Shareholder at such special meeting of the shareholders in favor of the appointment or election of such individual to the Board, if applicableactions). (c) At If an Event of Default (as defined in the Partnership Agreement) occurs and remains uncured for a period of sixty (60) calendar days following the Trust’s receipt of written notice from the RP Investor II: (i) the RP Investor II shall have the right by written notice to the Trust (the “Board Increase Election”) to request that the number of trustees then constituting the Board be increased by a number of trustees that would result in the RP Investor II being entitled to designate for nomination and election a majority of the members of the Board (each such additional trustee and any trustee who subsequently replaces such trustee in accordance with this Agreement, an “Additional RP Trustee” and, together with the Primary RP Trustee, the “RP Trustees”); (ii) the removal of any Additional RP Trustees may only be effected in accordance with the terms of Section 1(b) of this Agreement; (iii) in the event that any Additional RP Trustee shall die, retire from or be removed from the Board, a substitute Additional RP Trustee shall be designated by the RP Investor II; and (iv) each of the Shareholders shall vote, or cause to be voted, all of the Common Shares beneficially owned or held of record by such Shareholder at any regular or special meeting of the shareholders of the Trust called for the purpose of filling positions on the Board, or in any written or electronic consent executed in lieu of such a meeting of shareholders, to cause the election to the Board of the Additional RP Trustees. If for any reason the number of trustees on the Board is not increased in accordance with (i) above so that the RP Trustees constitute a majority of the Board, each of the Shareholders shall act by written or electronic consent to remove such number of trustees and elect Additional RP Trustees so that the RP Trustees constitute a majority of the Board (or, if such written or electronic consent would not be effective for any reason, by causing the Trust to call a special meeting of the shareholders of the Trust and voting all of the Common Shares beneficially owned or held of record by such Shareholder at such special meeting of the shareholders in favor of such actions). (d) Each Shareholder shall vote any additional Common Shares or other voting securities of the Trust acquired by such Shareholder after the date hereof in accordance with the provisions of Paragraphs (a), (b) and (c) above. (e) The Primary RP Trustee shall serve on each committee of the Board and shall be provided substantially comparable access to the business records and operational matters of the Trust as the other members of the Board. (f) The RP Investor II shall have the right to designate one individual as a non-voting observer to the Board (a “Board Observer”), who shall initially be ▇▇▇ ▇▇▇▇▇▇▇. Any Board Observer shall be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or any annual general or other meeting its committees (including minutes of previous meetings of the ShareholdersBoard or such committees); provided, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause that (i) the Board Observer shall not be entitled to re-appoint the Tencent Director to serve vote on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders any matter submitted to the Board pursuant or any of its committees nor to offer any motions or resolutions to the terms Board or such committees; and (ii) the Trust may withhold information or materials from the Board Observer and exclude such Board Observer from any meeting or portion thereof if (as determined by the Board in good faith) access to such information or materials or attendance at such meeting would adversely affect the attorney-client or work product privilege between the Trust and its counsel. The RP Investor II shall have the exclusive right to remove a Board Observer and designate a replacement Board Observer at any time. (g) Each Shareholder has executed and delivered the Irrevocable Limited Proxy attached hereto as Exhibit A (the “Limited Proxy”) that grants the RP Investor II (or its designee) an irrevocable limited proxy to vote all Common Shares held by such Shareholder or execute a written or electronic consent in lieu of meeting of shareholder of the Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the re-appointment Trust on behalf of such Tencent Director. Each of the Company and the Founder Parties agree that it shall not take any action Shareholder, each in favor of the removal of the Tencent Directoraccordance with this Section 1.