$450 million Uses in Removal; Vacancies Clause

Removal; Vacancies from Stockholders Agreement

Pursuant to a Stock Purchase Agreement dated as of the date hereof (the US Purchase Agreement) by and among the Company, Advent Funds (as defined herein), Brooke Funds (as defined herein), Highland Funds (as defined herein), Lululemon Athletica USA Inc., a Nevada corporation (USA), Oyoyo Holdings, Inc. a company formed under the laws of British Columbia (OHI), LIPO Investments (USA), Inc., a company formed under the laws of British Columbia (LIPO (USA)), Dennis Wilson (DW), LIPO (USA) agreed to sell all of the issued and outstanding shares of USA participating preferred stock to the Company in exchange for shares of Series TS Preferred Stock and DW and OHI agreed to sell all of the issued and outstanding shares of USA non-participating preferred stock to the Advent Funds, Brooke Funds and Highland Funds in exchange for cash.

Removal; Vacancies. Subject to the provisions in the Companys Certificate of Incorporation (including, without limitation, any Certificate of Designation of Preferred Stock), any director who is elected to the Companys board of directors pursuant to a designation under Section 7.2(a), Section 7.3(a) or Section 7.4(a), or the compensation committee pursuant to a designation under Section 7.5, may be removed from the Companys board of directors or the compensation committee, as the case may be (a) with or without cause upon the request of the parties who designated such director or compensation committee member, and (b) with cause upon the request of any other stockholder of the Company. Subject to the provisions of Section 7.2(b), Section 7.3(a) and Section 7.4(b) or Section 7.5, in the event that a director or compensation committee member so elected resigns from, is removed from or otherwise ceases to serve on, the Companys board of directors or the compensation committee, as the case may be, for whatever reason, the vacancy shall be filled with an individual designated in accordance with Section 7.2(a) (in the case of an Advent Designee who has resigned, is removed or otherwise ceases to serve on the Companys board of directors or the compensation committee, as the case may be) Section 7.3(a) (in the case of the Highland Designee who has resigned, is removed or otherwise ceases to serve on the Companys board of directors or the compensation committee, as the case may be) and Section 7.4(a) (in the case of a Series B/TS Designee who has resigned, is removed or otherwise ceases to serve on the Companys board of directors or compensation committee, as the case may be), and the parties hereby agree promptly to take all such lawful action to duly call and convene a special meeting of the Companys stockholders as soon as reasonably practicable and to affirmatively vote their Shares at such meeting, or to execute a written consent of stockholders, to duly elect such individual to the Companys board of directors or the compensation committee, as the case may be.