Common use of Designation Right Clause in Contracts

Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall consist of up to nine (9) members, which number of members shall not be changed except pursuant to an amendment to the Restated M&A. For so long as NLVC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, NLVC shall be entitled to designate one (1) Director (the “NLVC Director”). For so long as Hike holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Hike shall be entitled to designate one (1) Director (the “Hike Director”). For so long as Qiming holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Qiming shall be entitled to designate one (1) Director (the “Qiming Director”). For so long as SCC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, SCC shall be entitled to designate one (1) Director (the “SCC Director”, together with the NLVC Director, the Hike Director and the Qiming Director, the “Investor Directors”, each an “Investor Director”). The Founder Holdcos shall have the right to appoint and remove up to five (5) Directors (the “Ordinary Directors”, and each an “Ordinary Director”). If the Founder Holdcos only appoint three (3) directors, one Ordinary Director shall have three (3) votes for each of the matters submitted to the Board and the other two Ordinary Directors shall still have one (1) vote for each of the matters submitted to the Board. Subject to the request of any Investors, the board of the Group Company (other than the Company) shall mirror the Board to the extent possible. For avoidance of doubt, for so long as the Key Parties and the Founder Holdcos hold any Share of the Company, the Founder Holdcos shall be entitled to appoint more than the majority of the directors of the Board of the Company. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director.

Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall consist of up to nine not more than thirteen (913) members, which number of members shall not be changed except pursuant to an amendment to the Restated M&A. For so long as NLVC holds Shunwei and Shunying collectively hold no less than five three percent (53%) of the total Shares outstanding share capital of the Company then outstanding (calculated on a fully diluted and as as-converted to the Ordinary Share basis), NLVC Shunwei shall be entitled to designate designate, appoint or remove one (1) Director (the “NLVC Shunwei Director”). For so long as Hike Huasheng holds no less than five three percent (53%) of the total Shares outstanding share capital of the Company then outstanding (calculated on a fully diluted and as as-converted to the Ordinary Share basis), Hike Huasheng shall be entitled to designate designate, appoint or remove one (1) Director (the “Hike Huasheng Director”). For so long as Qiming WP holds no less than five three percent (53%) of the total Shares outstanding share capital of the Company then outstanding (calculated on a fully diluted and as as-converted to the Ordinary Share basis), Qiming WP shall be entitled to designate designate, appoint or remove one (1) Director (the “Qiming WP Director”). For so long as SCC CMC holds no less than five three percent (53%) of the total Shares outstanding share capital of the Company then outstanding (calculated on a fully diluted and as as-converted to the Ordinary Share basis), SCC CMC shall be entitled to designate designate, appoint or remove one (1) Director (the “SCC CMC Director”). For so long as Genesis, together with its Affiliates, hold no less than three percent (3%) of the total outstanding share capital of the Company (calculated on a fully diluted and as-converted to the Ordinary Share basis), Genesis shall be entitled to designate, appoint or remove one (1) Director (the “Genesis Director”). For so long as SVF holds no less than three percent (3%) of the total outstanding share capital of the Company (calculated on a fully diluted and as-converted to the Ordinary Share basis), SVF shall be entitled to designate, appoint or remove one (1) Director (the “SVF Director”, together with the NLVC CMC Director, the Hike Shunwei Director, Huasheng Director, WP Director and the Qiming Genesis Director, collectively the “Investor Preferred Directors”, each an and each, a “Investor Preferred Director”). The Founder Holdcos Ordinary Majority shall have the right to elect, appoint and remove up to five not more than seven (57) Directors (the “Ordinary Directors”, and each each, an “Ordinary Director”). If the Founder Holdcos only appoint three (3) directors, one Ordinary Director of whom, being ▇▇▇▇▇ ▇▇ (张翼), shall have three (3) votes for each of the matters submitted to the Board and the other two Ordinary Directors shall still have one (1) vote for each of the matters submitted to the Board. Subject to the request of any Investors, the board of the Group Company (other than the Company) shall mirror the Board to the extent possible. For avoidance of doubt, for so long be elected as the Key Parties and the Founder Holdcos hold any Share of the Company, the Founder Holdcos shall be entitled to appoint more than the majority of the directors Chairman of the Board of Directors. In the Company. Any event that there is any vacancy on the Board occurring because for any seat of the deathOrdinary Directors, resignation or removal ▇▇▇▇▇ ▇▇ (张翼) shall have such number of a Director shall be filled by votes that equals the vote or written consent number of the same shareholder or shareholders who nominated and elected such Directorvacancies of Ordinary Directors plus one (1).

Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall consist of up to nine eight (9) 8) members, which number of members shall not be changed except pursuant to an amendment to the Restated M&A. For so long as NLVC holds no less than five percent M&A. (5%i) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, NLVC The Founder shall be entitled to designate four (4) Directors; (ii) Tencent shall be entitled to designate one (1) Director (the “NLVC Series Pre-A Director”). For so long as Hike holds no less than five percent ; (5%iii) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Hike Zhongwei shall be entitled to designate one (1) Director (the “Hike Director”). For so long as Qiming holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Qiming shall be entitled to designate one (1) Director (the “Qiming Director”). For so long as SCC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, SCC shall be entitled to designate one (1) Director (the “SCC Series A Director”, together with the NLVC Series Pre-A Director, the Hike Director and the Qiming Director58 Directors, collectively the “Investor Directors”, and each an “Investor Director”), provided however, upon the closing of next-round financing of the Company, (x) if the then shareholding percentage of Zhongwei and its Affiliates in the Company is the highest among all the Series A Investors, Zhongwei shall be still be entitled to appoint the foregoing Series A Director, and (y) if the then shareholding percentage of Zhongwei and its Affiliates in the Company cannot meet with the foregoing standard (x) (“Zhongwei Director Deprivation Event”), Zhongwei shall not be entitled to appoint the foregoing Series A Director concurrently with the occurrence of the Zhongwei Director Deprivation Event. Zhongwei shall procure the then Series A Director appointed by Zhongwei to resign from the board of directors of the Company concurrently with the occurrence of the foregoing event. The Founder Holdcos vacancy of the foregoing Series A Director shall have be filled solely determined by the right Company (either filled by the then investor who bears the highest shareholding percentage among all the Series A Investors or cancelled by the Company in which case the total number of the board of directors of the Company shall be decreased accordingly); (iv) 58 shall be entitled to appoint and remove up to five designate two (52) Directors (collectively the “Ordinary 58 Directors”, and each an a “Ordinary 58 Director”). If the Founder Holdcos only appoint three (3) directors, one Ordinary Director shall have three (3) votes for each of the matters submitted to the Board and the other two Ordinary Directors shall still have one (1) vote for each of the matters submitted to the Board. Subject to the request of any Investors, the board of the Group Company (other than the Company) shall mirror the Board to the extent possible. For avoidance of doubt, for so long as the Key Parties and the Founder Holdcos hold any Share of the Company, the Founder Holdcos shall be entitled to appoint more than the majority of the directors of the Board of the Company. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director. The chairman of the Board shall be such Director appointed by the Founder. Each of AMTD and Huaxin shall be entitled to respectively appoint an observer to the Board of the Company in a non-voting observer capacity.

Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall consist comprise of up three (3) Directors. Of the three (3) Directors: (a) Holders of at least a majority of the Series A Preference Shares shall be entitled to nine appoint one (91) members, which number of members shall not be changed except pursuant to an amendment Director and to the Restated M&A. For so long as NLVC extent Tencent Limited holds no less than five at least fifty percent (550%) of the total Series A Preference Shares of purchased pursuant to the Company then outstanding on a fully diluted and as converted basisTencent 2010 Share Purchase Agreement, NLVC Tencent Limited shall be entitled to designate nominate and appoint such one (1) Director (the “NLVC Tencent Director”). For so long as Hike holds no less than five percent ; and (5%b) Holders of at least a majority of the total Voting Ordinary Shares of the Company then outstanding on a fully diluted and as converted basis, Hike shall be entitled to designate one appoint two (12) Director (the “Hike Director”)Directors and ▇▇. For so long as Qiming holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, Qiming ▇▇ ▇▇▇▇▇▇▇▇ shall be entitled to designate one appoint such two (1) Director (the “Qiming Director”). For so long as SCC holds no less than five percent (5%) of the total Shares of the Company then outstanding on a fully diluted and as converted basis, SCC shall be entitled to designate one (1) Director (the “SCC Director”, together with the NLVC Director, the Hike Director and the Qiming Director, the “Investor Directors”, each an “Investor Director”). The Founder Holdcos shall have the right to appoint and remove up to five (52) Directors (the “Ordinary Directors”, and each an “Ordinary Director”). If the Founder Holdcos only appoint three (3) directors, one Ordinary Director shall have three (3) votes for each of the matters submitted to the Board and the other two Ordinary Directors shall still have one (1) vote for each of the matters submitted to the Board. Subject to the request of any Investors, the board of the Group Company (other than the Company) shall mirror the Board to the extent possible. For avoidance of doubt, for so long as the Key Parties and the Founder Holdcos ▇▇. ▇▇ Xiaodong and/or his Affiliates continue to hold any Share at least ten percent (10%) of the Company, the Founder Holdcos shall be entitled to appoint more than the majority Ordinary Shares of the directors of the Board of the CompanyCompany (calculated on an as-converted and fully-diluted basis). Any vacancy on the Board occurring because of the death, resignation or removal of a the Tencent Director shall be filled by an individual designated for election by Tencent Limited. In addition, Tencent Limited may, in its sole discretion, designate for removal from the Board any incumbent Tencent Director who occupies a Board seat. Any vacancy on the Board occurring because of the death, resignation or removal of any Ordinary Director shall be filled by an individual designated for election by ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ (so long as ▇▇. ▇▇ Xiaodong and/or his Affiliates continue to hold at least ten percent (10%) of the Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis) at the time of such designation) or otherwise holders of at least a majority of the Voting Ordinary Shares. In addition, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ (so long as ▇▇. ▇▇ Xiaodong and/or his Affiliates continue to hold at least ten percent (10%) of the Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis) at the time of the following designation for removal of any incumbent Ordinary Director) or otherwise holders of at least a majority of the Voting Ordinary Shares may, in his or their sole discretion, designate for removal from the Board any incumbent Ordinary Director who occupies a Board seat. Each of the Parties hereto shall vote at any regular or special meeting of shareholders such number of Shares as may be necessary, or in lieu of any such meeting, shall give such Party’s written consent with respect to such number of Shares as may be necessary, to elect or remove any individual designated for election or removal by Tencent Limited, ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ or the holder(s) of a majority of the same shareholder or shareholders who nominated and elected such DirectorVoting Ordinary Shares (as the case may be) pursuant to this Section 8.1.