Sample Amendment To Shareholder Agreement

April 12, 2021

FoundryCo buys and manages the insurance of directors and executives for as much as US$25 million prior to the IPO and $50 million at the time of the IPO, and members of the board of directors and similar governing bodies of FoundryCo subsidiaries, appointed or appointed by shareholders, are considered insured. FoundryCo manages the proposed insurance from the date of this insurance up to six (6) years from the last day a member of the board of directors appointed by one of the shareholders sat on the board of directors. In addition, FoundryCo enters into compensation agreements with each member of the Board of Directors in the form of Schedule B or in the form approved by the Board. In the event that FoundryCo or any of its successors or beneficiaries of the assignment (i) consolidates or merges with another person and is not the permanent company or unit of such consolidation or merger, or (ii) transfers to a person all or essentially all the assets and assets of FoundryCo and its subsidiaries as a whole , and in each case, an appropriate provision must be provided; to ensure that the successors and beneficiaries of foundryCo`s transfer assume the obligations covered by this section 5.05. (c) Any shareholder must choose all shares for which the shareholder is the registered holder or for which that partner has the opportunity, by other means, to impose or direct the vote on those shares or to make a written decision on all shares for which that shareholder is the registered holder or for which the shareholder has the power to do so otherwise to control or direct the voting rights. , in favour of a resolution, to obtain any transfer in accordance with Article III and to prohibit any transfer that is not in accordance with this Article III. Shareholders encourage board members to vote in accordance with This Article III. (h) any law that is defined or mentioned, or in an agreement or instrument to which it is referred, such a law or law that is amended, amended or supplemented from time to time, including by the succession of laws that will succeed it, and all the rules and provisions adopted under those statutes; (b) on the basis of a written agreement signed to this effect and signed by all the contracting parties who then have all the rights; or “Discovery WSA Material Breach” means only for the purposes of Section 2.03 (a) that Discovery has violated, in all significant aspects, any of its essential agreements or agreements under the wafer delivery agreement, including, but not limited, whether Discovery: (i) purchased or accepted MPU products by a person other than FoundryCo, in violation of the terms of the wafer delivery agreement , or (ii) significant non-compliance with other essential sales or payment obligations in accordance with the wafer delivery agreement (as amended from time to time, including the terms of delivery of wafers in 2011; if Oyster has informed in writing, with respect to (ii) Discovery, of this major failure and that Discovery has not cured this important disorder within thirty (30) days following receipt of such a written notification and , in the event of an infringement, indicated that FoundryCo had not significantly violated essential agreements or agreements under the wafer supply agreement.