contained in these Articles and the Shareholders Agreement. The Shareholders shall vote their Equity
Shares and shall take all other action necessary or required, to ensure that at all times the Charter
Documents facilitate, and do not conflict with, the provisions of the Shareholders Agreement.

Investor Consent Rights

102.

The Board shall not and shall ensure that the Company and each of its Subsidiaries shall not take any
decisions or actions, with respect to the following matters, without the prior written consent of each of
the Investors and all matters in relation to the following decisions and actions, shall be mandatorily be
required to be referred to the Board or a committee of the Board in which the Investor Director has been
appointed by the Board:

(a)

(b)

(©)

@)

(e)

(8)

(h)

@
@

amend or repeal the Company's Charter Documents or the Charter Documents of any
Subsidiary;

@ other than in connection with the issuance of the Investor Subscription Shares, create,
authorize or issue any shares in the capital of the Company, Share Equivalents or other
equity security in the Company ranking pari passu with the Investor Shares, with
respect to any matter, including, without limitation, dividend rights, voting rights or
liquidation preference;

(ii) other than in connection with the issuance of the Investor Subscription Shares, create,
authorize or issue any shares in the capital of the Company, Share Equivalents or other
equity security in the Company having a structural or legal preference over, or ranking
senior to the Investor Shares, with respect to any matter, including, without limitation,
dividend rights, voting rights or liquidation preference;

authorize or undertake any arrangement for the disposal of: (i) more than 10%(ten per cent) (by
value) of the assets or business of the Company or any Subsidiary, whether in one or a series of
transactions; or (ii) any shares of any Subsidiary that results in the Company owning (directly
or indirectly) less than 26%( twenty six per cent) of any Subsidiary;

any amalgamation, partnerships, merger, consolidation, reconstitution, restructuring or similar
transaction that results in a change in Control of the Company or any Subsidiary;

authorize or undertake any Liquidation Event;

@ authorize or undertake any Listing, any Offering of the shares of the Company or any
Subsidiary

(ii) authorize or undertake any delisting (unless required by Applicable Law) of the shares
of the Company or any Subsidiary;

authorize or undertake any change of capital structure including but not limited to increase or
reduction of capital or share repurchase, other than any repurchase of shares of the Company or
Share Equivalents issued to or held by employees, officers, Directors or consultants of the
Company or its Subsidiaries pursuant to an employee stock plan (that has been previously
approved in writing by the Investors) upon termination of their employment;

the sale, transfer or assignment of all or substantially all of the Intellectual Property rights as
such (including those relating to copyrights, trademarks, patents and designs) of the Company
or any of its Subsidiaries, taken as a whole, other than in the normal course of business;

any change in the Business of the Company or any of its Subsidiaries;

authorising or entering into any partnership or profit sharing agreement whereby the Company’s

income or profits are or might be, shared with any other Person except for commissions paid in
the normal course of business;

428
