Common use of Special Commitments Clause in Contracts

Special Commitments. (1) The Group Companies and the Shareholders (including Series A Investors, Series C-1 Investors, Series C-2 Investors and Series D Investors) agree, In the event that Baidu or its Affiliates hold any shares of the Group Companies, if the Group Companies and any of its Shareholders (including Series A Investors, Series C-1 Investors, Series C-2 Investors and Series D Investors) intend to transfer any shares or share interest in the Group Companies to the Competitors of Baidu, or the Group Companies intend to accept any form of investment from its competitors, Baidu or its Affiliates shall be entitled to preempt, on equal conditions, of all or part of the shares or share interest to be transferred, or Baidu shall be entitled to have preemptive rights to invest in the Group Companies (to subscribe for all or part of the new share capital of the Company) on equal conditions. “Competitors of Baidu” hereunder refers to Qihoo 360, Alibaba, Tecent, Dianping, Meituan, ▇▇▇.▇▇, Daojia and their Affiliates. (2) After Qualified IPO, if the proceeds from the disposal of all shares of Series D Investors and Series C-2 Investors in the Company in the secondary market are less than the amount calculated based on the following formula, the Group Companies or the Actual Controller and the Founding Shareholders shall jointly and severally compensate the relevant difference to Series D Investors and Series C-2 Investors: Investment Amount of the Investors × (1+ annual interest of 8% × Investment Period)