Common use of Grant of the Call Option Clause in Contracts

Grant of the Call Option. 1.1. The Existing Shareholders hereby individually and jointly agree to irrevocably grant to the WFOE an exclusive Call Option without any additional conditions. In accordance with the such Call Option, the WFOE has the right, to the extent permitted by the PRC laws, to require the Existing Shareholders transfer the Call Option to the WFOE or any other entity or person designated by the WFOE according to the terms and conditions stipulated in this Agreement. The WFOE also agrees to accept the Call Option. The Existing Shareholders shall unconditionally give up all the priority rights under the PRC laws and the Company’s articles of association in the exercise of the right to purchase shares in the WFOE and (or) its designated person, and give all the necessary cooperation to the implementation of the call option. No third person other than the WFOE and its designated person shall enjoy the call option. 1.2. The Existing Shareholders and Company hereby severally and jointly agree that the Call Option shall also be regarded as including an irrevocably and exclusive right that the Existing Shareholders and Company grant to the WFOE and its designated person, and the irrevocable exclusive right can purchase all or part of the assets of the Company (including but not limited to all the tangible and intangible assets that the Company currently owns and may have in the future, such as computer software copyright, patent, patent application right, exclusive rights to use trademark, domain name, etc.). All of the terms and conditions of this Agreement will be fully applicable to the WFOE and/or its designated person to purchase all or part of the Company’s assets (including price terms) under this Agreement, unless such terms and conditions’ application are contrary to the provisions of the PRC laws. The WFOE and/or its designated person may choose to respectively purchase all or part of the Existing Shareholders’ ownership, or to choose to purchase all or part of the Company’s assets, or to choose to exercise at the same time. 1.3. The Company hereby agrees that the Existing Shareholders shall grant the WFOE such Call Options according to Article 1.1 above and other provisions of this Agreement. Under this article and this Agreement, a “Person” refers to any nature person, corporation, joint venture, partnership, enterprise, trust or unincorporated organization.