First Amendment To Shareholders Agreement

(h) any law defined therein or referred to in an agreement or instrument to which reference is made means a law or law that is amended, amended or supplemented from time to time, including by the succession of similar laws, and all rules and regulations adopted under such laws; (b) Each shareholder shall make such appointments as it is entitled to make at least fifteen (15) days prior to each general meeting of foundryCo shareholders or, if FoundryCo decides not to hold a general meeting of shareholders, or before the day on which FoundryCo shareholders are required to make a written decision regarding the above matters. Each shareholder shall vote on all shares for which that shareholder is the registered holder, or for which he otherwise has the opportunity to control or direct the vote at a general meeting of shareholders, or to make a written decision concerning all shares for which that shareholder is the registered holder or for which that shareholder otherwise has the possibility: to control or direct the vote on this matter; in favour of the election to the Board of Directors of the Discovery and Oyster nominees nominated in accordance with Section 2.03(a). the ability to control or direct the vote at such a meeting of shareholders or to execute a written decision concerning all the shares for which that shareholder is the registered holder or for which that shareholder has the opportunity to control or direct the vote, in favour of the removal or removal of such a member of the board of directors. Where the number of members of the board of directors appointed by a shareholder exceeds the number that that shareholder is authorized to appoint under section 2.03, that shareholder shall immediately take all appropriate measures to ensure that the additional members of the board of directors designated by that shareholder immediately resign or take the necessary steps to withdraw or dismiss those additional members. (a) the number of persons that a shareholder may appoint as a director shall be determined on the basis of the percentage of fully diluted shares held by that shareholder, as follows: (i) A shareholder holding 30% or more but less than 40% of the fully diluted shares shall be entitled to appoint three (3) directors; (ii) a shareholder holding 20% or more but less than 30% of the fully diluted shares is entitled to appoint two (2) directors; (iii) a shareholder holding 10% or more but less than 20% of the fully diluted shares is entitled to appoint one (1) director, and (iv) a shareholder holding less than 10% of the fully Diluted Shares does not have the right, under this agreement, to appoint persons to be appointed as directors. . . .