Company Uses in Actions Requiring the Consent of Series A Holders Clause

Actions Requiring the Consent of Series A Holders 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.

Actions Requiring the Consent of Series A Holders. Each Holder hereby agrees that in so far as such Holder is reasonably able, in the Holders capacity as an employee, director and/or shareholder of the Company, any member of the Lululemon Group or otherwise, the Holder shall not take any action that would allow the Company or a Lululemon Group member to, and the Company and each Lululemon Group member shall not, take any of the following actions, without the prior written consent of the consent of the Holders holding a majority of the Series A Preferred Stock: