SERIES A+ PREFERRED SHARE PURCHASE AGREEMENT

Exhibit 10.11

EXECUTION VERSION

SERIES A+ PREFERRED SHARE PURCHASE AGREEMENT

This SERIES A+ PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into on August 14^th, 2015 by and among:

1.	Burning Rock Biotech Limited, an exempted company duly incorporated and valid existing under the Laws of the Cayman Islands (the “Company”);

2.	BR Hong Kong Limited, a limited liability company incorporated under the Laws of Hong Kong (the “HK Company”);

3.	Burning Rock China (北京博宁洛克生物科技有限公司), a wholly foreign owned enterprise duly incorporated and validly existing under the Laws of the PRC (the “WFOE”);

4.	Burning Rock (Beijing) Biotechnology Co., Ltd. (燃石（北京）生物科技有限公司), a company duly incorporated and validly existing under the Laws of the PRC (the “Beijing Subsidiary”);

5.	Guangzhou Burning Rock Medical Laboratories Co., Ltd. (广州燃石医学检验所有限公司), a company duly incorporated and validly existing under the Laws of the PRC and a wholly-owned subsidiary of the Beijing Subsidiary (the “Guangzhou Laboratories Subsidiary”);

Guangzhou Burning Rock Medical Equipment Co., Ltd. (广州燃石医疗器械有限公司), a company duly incorporated and validly existing under the Laws of the PRC and a wholly-owned subsidiary of the Beijing Subsidiary (the “Guangzhou Equipment Subsidiary”), together with the Beijing Subsidiary and the Guangzhou Laboratories Subsidiary, the “Domestic Companies”, and each a “Domestic Company”, the Domestic Companies together with the Company, HK Company and WFOE and any subsidiary or affiliate of the foregoing (if any), collectively the “Group Companies”);

7.	Each of the individuals listed on Schedule I-A attached hereto (each such individual, a “Founder” and, collectively, the “Founders”);

8.	The entity listed on Schedule I-B attached hereto (the “Holding Entity”);

9.	Each of the individuals listed on Schedule I-C attached hereto (each such individual, “Management Shareholder” and, collectively, the “Management Shareholders”, and together with the Founders and the Holding Entity, the “Key Holders” and each a “Key Holder”); and

10.	Each of the Persons listed on Schedule II-A attached hereto (each such Person, an “Investor”, collectively, the “Investors”).

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule III attached hereto.

RECITALS

WHEREAS, the Company owns 100% equity interest in the HK Company, the HK Company owns 100% of the equity interest of the WFOE which in turn Controls the Beijing Subsidiary by Captive Structure.

WHEREAS, the WFOE and the Domestic Companies are mainly engaged in the business of biological science (the “Business”). The Company seeks expansion capital to grow the Business and, correspondingly, seeks to secure an investment from the Investors, on the terms and conditions set forth herein.

WHEREAS, the Investors desire to purchase from the Company the Series A+ Preferred Shares (as defined in Section 1.1) and the Company desires to sell the Series A+ Preferred Shares to the Investors pursuant to the terms and subject to the conditions of this Agreement.

WHEREAS, the Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreements set forth herein on the terms and conditions set forth herein.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.	PURCHASE AND SALE OF SERIES A+ PREFERRED SHARES.

1.1	Sale and Issuance of the Shares.

Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Investor, severally and not jointly, agrees to subscribe for and purchase, and the Company agrees to issue and sell to the Investors, that number of series A+ preferred share of par value of US$ 0.0001 (the “Series A+ Preferred Shares”) set forth opposite such Investor’s name on Schedule II-A attached hereto, with each Investor to pay as consideration for such Series A+ Preferred Shares the aggregate purchase price set forth opposite such Investor’s name on Schedule II-A attached hereto (the “Purchase Price”).

The capitalization table of the Company after the Closing is enclosed hereto as Schedule I-E.

1.2	Closing.

(a)

Closing. Subject to the fulfillment of the conditions set forth in Section 2 and Section 3 below (other than conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions), the consummation of the sale of the Series A+ Preferred Shares (the “Closing”) shall take place remotely via the exchange of documents and signatures at such time and place as the Company and the Investors may mutually agree upon at the Closing.

(b)

Delivery by the Company at Closing. Provided that the Closing shall take place no later than ten (10) Business Days following the satisfaction or waiver of the applicable conditions with respect to the Closing separately and not jointly by the Investors set forth in Section 2 and Section 3 below. At the Closing, in addition to any items the delivery of which is made an express condition to the Investor’s obligations at the Closing pursuant to Section 2 below, the Company shall deliver to each Investor:

(i)

the updated register of members of the Company, certified by the registered agent of the Company, reflecting the issuance to the Investor of the Series A+ Preferred Shares being purchased by such Investor at the Closing;

(ii)

the updated register of directors of each of the Company, certified by the registered agent of the Company, evidencing the appointment of the directors as contemplated by Section 2.22 hereof, and

(iii)

the copies of the duly executed and sealed certificate or certificates issued in the name of such Investor representing the Series A+ Preferred Shares being purchased by such Investor at the Closing.

(c)

Payment by the Investors. No later than three (3) days upon the Closing, each Investor shall deposit its respective portion of the Purchase Price as indicated opposite such Investor’s name on Schedule II-A by wire transfer of immediately available U.S. dollar funds into the Closing Account.

(d)

Closing Account. Payment of the Purchase Price by the Investors to the Company shall be made by remittance of immediately available funds to a bank account designated by the Company acceptable to the Investors (the “Closing Account”).

2.	CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING.

The obligations of the Inventors to purchase the Series A+ Preferred Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived, severally and not jointly, in writing by the Investors:

2.1	Representations and Warranties.

The representations and warranties of the Warrantors contained in Schedule V shall be true, complete and correct in all material respects as of the Closing, except for those representations and warranties (i) that already contain any materiality qualification, which such representations and warranties, to the extent already so qualified, shall instead be true and correct in all respects as so qualified as of such date and (ii) that address matters only as of a particular date, which representations will have been true and correct in all material respects (subject to clause (i)) as of such particular date.

2.2	Performance.

Each Warrantor shall have performed and complied with all obligations and conditions contained in the Transaction Documents that are required to be performed or complied with by them, on or before the Closing.

2.3	Authorizations.

The Warrantors shall have obtained all authorizations, approvals, waivers or permits of any Person or any Governmental Authority necessary for the consummation of all of the transactions contemplated by this Agreement and other Transaction Documents, including without limitation any authorizations, approvals, waivers or permits that are required in connection with the lawful issuance of the Series A+ Preferred Shares and the transactions contemplated under the Bridge Loan Documents, and all such authorizations, approvals, waivers and permits shall be effective as of the Closing. The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly affecting any of its shares or securities, as applicable.

2.4	Proceedings and Documents.

All corporate and other proceedings of each Group Company in connection with the transactions contemplated at the Closing and all documents incidental thereto, including without limitation, written approval from all of the current directors and/or shareholders or holders of equity interests of each Group Company, as applicable, with respect to the Transaction Documents and the transactions contemplated thereby, shall be reasonably satisfactory in form and substance to each Investor, and each Investor (or their legal counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested.

2.5	No Material Adverse Effect.

Since the date of this Agreement, no event, circumstance or change shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, have had or reasonably could be expected to have a Material Adverse Effect on the Company or any other Group Company.

2.6	Due Diligence.

Each of the Investors shall have satisfactorily completed their business, legal and financial due diligence review, including but not limited to the receipt by the Investor of the Financial Statements with respect to each Group Company, and the results of the due diligence investigation shall be reasonably satisfactory to the Investors.

2.7	Investment Committee Approval.

Each Investor’s investment committee (or similar governance body) shall have approved the execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.

2.8	Corporate Approval and Documents.

The Investors shall have received true, complete and correct copies of the resolutions of the Board of Directors and/or shareholders (as appropriate) of the Company and such other agreements, schedules, exhibits, certificates, documents, financial information and filings which are reasonably required in connection with or relating to the transactions contemplated hereby, all in form and substance satisfactory to the Investors.

2.9	Constitutive Documents.

The Company shall have delivered to each Investor (a) copies of the current articles of association (or other comparable corporate Charter Documents), including all amendments thereto, of the Group Companies, and (b) current business licenses or incorporation certificate of the Group Companies.

2.10	Amended and Restated Memorandum and Articles.

The memorandum and articles of association of the Company shall have been amended and restated as set forth in the form attached hereto as Exhibit A (the “Amended M&A”). Such Amended M&A shall have been duly adopted by all necessary actions of the Board of Directors and/or the members of the Company and filed with the appropriate authority(ies) within fifteen (15) days after the adoption, and such adoption shall have become effective prior to the Closing with no alternation or amendment as of the Closing, and reasonable evidence thereof shall have been delivered to the Investors.

2.11	Amended and Restated Shareholders’ Agreement.

The Company, the Key Holders, NLVC, CTD, and the Investors and certain other parties shall have executed and delivered an Amended and Restated Shareholders’ Agreement (the “Restated Shareholders’ Agreement”) in the form attached hereto as Exhibit B.

2.12	Amended and Restated Share Restriction Agreement.

The beneficial owner of Ordinary Shares, the Holding Entity, the Company, and Investors shall have executed and delivered an Amended and Restated Share Restriction Agreement (the “Restated Share Restriction Agreement”) in the form attached hereto as Exhibit C.

2.13	Indemnification Agreement.

The Company shall have executed and delivered an indemnification agreement with respect to LYFE Director and CTD Director in the form and substance attached hereto as Exhibit D.

2.14	Management Rights Letter.

The Company shall have executed and delivered to each of LYFE, CTD and SEQUOIA a Management Rights Letter in the form attached hereto as Exhibit E.

2.15	Business Plan and Budget.

The Company and other Group Companies shall have submitted a detailed business plan and budget for the twelve (12) months following the Closing which is acceptable by the Investors.

2.16	Opinion of PRC Counsel and Cayman Counsel.

The Investors shall have received from PRC legal counsel and Cayman legal counsel of the Company respectively a legal opinion, dated as of the Closing, in a form and substance satisfactory and acceptable to the Investors attached hereto as Exhibit G.

2.17	Letters of Commitment and Non-Compete.

Each Key Employee (including the Founders) listed on Schedule IV shall have entered into a Letter of Commitment and Non-Compete in the form and substance satisfactory and acceptable to the Investors and the Company.

2.18	Employment Agreements.

Each Key Employee (including the Founders) of the Group Companies shall have entered into an employment, consulting agreement or employee transfer agreement (the “Employment Agreement”) with the applicable Group Company in form and substance satisfactory and acceptable to the Investors.

2.19	Confidential Information Agreements.

Each Key Employee (including the Founders) shall have entered into a Confidential Information Agreement in a form acceptable to the Investors that shall include provisions relating to the assignment of inventions, non-solicitation and non-competition, and the Company shall provide evidence of such agreements to the counsels of the Investors.

2.20	Compliance Certificate.

The Investors shall have received a certificate executed and delivered by the chief executive officer of the Company in the form attached hereto as Exhibit J.

2.21	Convertible Debt Documents.

The Company, the Key Holders, and the Investors and certain other parties shall have executed and delivered an agreement or agreements with respect to the Convertible Debt set forth in Section 6.17 in the form attached hereto as Exhibit K.

2.22	Board of Directors.

As of the Closing, the authorized size of the Board of Directors of the Company shall be five (5) and the Board of Directors shall be comprised of two directors appointed by ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) (including ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) himself), three (3) directors appointed by Preferred Shareholders, including one (1) director appointed by NLVC of A Round Financing Investors, one (1) director appointed by LYFE, and one (1) director appointed by CTD. The Company shall deliver a copy of an updated register of directors reflecting the forgoing composition of the Board of Directors to LYFE and CTD, certified as a true and correct copy by the Company’s registered agent. Each director shall have one (1) vote for each of the matters submitted to the Board of Directors, except that ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have three (3) votes.

2.23	Board Observer.

The Company’s Amended M&A shall have provided that the SEQUOIA shall have the right to appoint an observer (the “Board Observer”) to the Board of Directors and each committee thereof to attend board or board committee meetings of the Company or any other Group Companies in a non-voting observer capacity.

3.	CONDITIONS OF THE OBLIGATIONS OF THE COMPANY AT CLOSING.

The obligations of the Company to issue and sell the Series A+ Preferred Shares to an Investor at the Closing are subject to the fulfillment by such Investor, on or before the Closing, of each of the following conditions, unless otherwise waived by writing:

3.1	Representations and Warranties.

The representations and warranties of such Investor contained in Schedule VII shall be true, complete and correct in all material respects as of the Closing.

3.2	Performance.

Such Investor shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

3.3	Qualifications.

All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Series A+ Preferred Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

3.4	Restated Shareholders’ Agreement.

Such Investor shall have executed and delivered the Restated Shareholders’ Agreement.

4.	REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS.

The Warrantors, jointly and severally, represent and warrant to the Investors that the statements contained in Schedule V attached hereto are true, correct and complete with respect to (i) each Warrantor, on and as of the Execution Date, and (ii) each Warrantor, on and as of the Closing (with the same effect as if made on and as of the date of the Closing), except as set forth on the Disclosure Schedule attached hereto as Schedule VI (the “Disclosure Schedule”), which exceptions shall be deemed to be representations and warranties as if made hereunder.

5.	REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.

Each Investor, severally and not jointly, represents and warrants to the Company that the statements contained in Schedule VII attached hereto are true, correct and complete with respect to such Investor as of the Closing.

6.	UNDERTAKINGS.

6.1	Access.

From the date hereof until the Closing, the Warrantors shall permit the Investors, or any representative thereof, to (a) visit and inspect the properties of the Group Companies, (b) inspect the contracts, books of account, records, ledgers, and other documents and data of the Group Companies, (c) discuss the business, affairs, finances and accounts of the Group Companies with officers and employees of the Group Companies, and (d) review such other information as the Investors reasonably request, in such a manner so as not to unreasonably interfere with their normal operations.

6.2	Ordinary Course of Business.

From the Execution Date until the earlier of the Termination Date or the Closing, the Founders shall cause each of the Group Companies to be conducted in the ordinary course of Business and shall use its commercially reasonable efforts to maintain the present character and quality of the business, including without limitation, its present operations, physical facilities, working conditions, goodwill and relationships with lessors, licensors, suppliers, customers, employees and independent contractors. Commencing with the execution and delivery of this Agreement and continuing until the earlier of the Termination Date or the Closing.

6.3	Option Plan.

(a)

As soon as practicable after the Closing, the Company shall adopt an employee share incentive plan for the issuances of up to 6,002,729 Ordinary Shares for issuance to officers, directors, employees and consultants of the Company (the “Option Plan”); provided, however, that the terms of the Option Plan shall be consistent with the terms of the Amended M&A and the Restated Shareholders’ Agreement, and shall be approved pursuant to Section 7.2 of the Restated Shareholders’ Agreement.

(b)

As soon as practicable after the Closing, the Group Companies and the Founders shall use, and shall cause the WFOE and Domestic Companies to use their commercially reasonable efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to adopt the Option Plan in compliance with the Laws of the PRC, and will cooperate fully with the Investors in promptly seeking to obtain all such authorizations, consents, orders and approvals.

6.4	Exclusivity.

From the Execution Date until the earlier of the Termination Date or the Closing, Warrantors shall not, and they shall not permit any of their representatives or any Group Company to, directly or indirectly (i) discuss the sale of any equity securities or any other instruments convertible into the equity securities of any Group Company with any third party, or (ii) provide any information with respect to any Group Company to a third party in connection with a potential investment by such third party in any equity securities or any other instruments convertible into the equity securities of such Group Company, or (iii) close any financing transaction of any equity securities or any other instruments convertible into the equity securities of any Group Company with any third party (the “Exclusivity Period”). This Section 6.4 shall terminate and be of no further force and effect immediately following the Closing.

6.5	Use of Proceeds.

In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Restated Shareholders’ Agreement, the Company will use the proceeds from the sale of the Series A+ Preferred Shares for general working capital, ordinary business expansion and other general corporate purposes for the Group Companies. In no event shall the proceeds from the sale of the Series A+ Preferred Shares be applied or used to repay or settle any indebtedness of the Company and/or the Group Companies, except for the Bridge Loan as defined in Section 6.16 and Convertible Debt as defined in Section 6.17.

6.6	Notice of Certain Events.

If at any time before the Closing, any Warrantor comes to know of any material fact or event which: (i) is in any way inconsistent with any of the representations and warranties in this Agreement; (ii) suggests that any fact warranted hereunder may not be as warranted or may be misleading; or (iii) might affect the willingness of a prudent investor to purchase the shares of the Company on the terms contained in the Transaction Documents or the amount of the consideration a prudent investor would be prepared to pay for the shares of the Company; then the Warrantors shall immediately notify each of the Investors in writing, describing the fact or event in reasonable detail.

6.7	Compliance.

The Company and each Group Company shall comply with all applicable laws and regulations of any jurisdiction in all material respects, including without limitation compliance with all contributions required to be made under the PRC social insurance and the PRC housing schemes and requirements under the Employee Benefit Plans, and shall provide satisfactory evidence of the same to the Investors as may be requested by such Investors.

6.8	Filing of Amended M&A.

Within fifteen (15) calendar days following the Closing, the Amended M&A shall have been duly filed with the Registrar of Companies of the Cayman Islands.

6.9	SAFE Registration Amendment.

Each direct and indirect equity interest holder of the Company who are “Domestic Resident(s)” as defined in Circular 37 and are subject to any of the registration or reporting requirements of Circular 37 shall apply for and obtain an amendment to his/her SAFE registration certificates with the applicable Governmental Authorities within sixty (60) days following the Closing in form and substance reasonably satisfactory to the Investors.

6.10	Trustee Shareholders in Beijing Subsidiary.

Within ninety (90) days of the Closing, the Group Companies, the Founders, the Managing Shareholders, and each A Round Financing Investor who shall cause their nominee shareholders in Beijing Subsidiary, shall procure that each Investor if who requires so shall have the right (but not the obligation) to designate an individual to hold certain equity interest in the Beijing Subsidiary proportionate to respective equity interests in the Company held by such Investor respectively without any further consideration or expenses. Each of such Investors and A Round Financial Investors shall procure that such individuals (i) enter into such Restated Cooperation Documents in the form as set forth in Exhibit I and pledge their equity interests in the Beijing Subsidiary along with the Founders and the other shareholders to the WFOE; and (ii) enter into such necessary documents to adjust their equity ratio in the Beijing Subsidiary accordingly to mirror the shareholding ratio changes in the Company held by A Round Financing Investors and the Investors respectively.

6.11	Amendment of Articles of Association of Beijing Subsidiary.

The Founders and the Group Companies shall cause Beijing Subsidiary to amend its articles of association, to the satisfaction of LYFE, to reflect LYFE’s veto rights under Section 6 of Schedule A of the Amended M&A of the Company that are applicable to Beijing Subsidiary and provide LYFE with satisfactory evidence, within ninety (90) days following the Closing.

6.12	[Reserved]

6.13	[Reserved]

6.14	Licenses and Permits.

As soon as possible after the Closing, the Guangzhou Subsidiary and Beijing Subsidiary (as applicable) shall have obtained the Acceptance Certificate for Clinical Gene Amplification Testing Laboratory (《临床基因扩增检验实验室技术验收合格证》) and any other licenses and permits required for conducting the Business from competent Government Authorities.

6.15	Share Purchase Option.

The Holding Entity has agreed to transfer 2% of the entire outstanding shares of the Company (on a fully diluted and converted basis) in its holding (“Offered Shares”) to LYFE prior to the next round of equity financing of the Company at a price no higher than 95% of the agreed pre-money valuation of the Company for the next round of equity financing. LYFE is entitled but not obligated to acquire such Offered Shares. If LYFE elects to acquire the Offered Shares, the Holding Entity and LYFE shall enter into a separate agreement for such share transfer. The shareholders of the Holding Entity, the Company, and all other shareholders of the Company have expressly waived their respective protective rights provided by Contract or by Law, if any, including but not limited to any right of first refusal, right of first offer, right of co-sale, and shall further cause its directors or representatives to vote in favor of such share transfer.

6.16	Purchase and Sale of Convertible Promissory Note.

At the Closing, the Company and LYFE agree to cancel the Convertible Promissory Note entered into by and between the Company and LYFE dated June 27^th, 2015, in consideration of which, US$1,000,000 of the Purchase Price of Series A+ Preferred Shares committed by LYFE hereunder shall be deemed to have been paid in full.

At the Closing, the Company, SEQUOIA and ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) agree to cancel the Convertible Promissory Note entered into by and among the Company, ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) and SEQUOIA dated July 10^th, 2015, in consideration of which, US$1,000,000 of the Purchase Price of Series A+ Preferred Shares committed by SEQUOIA hereunder shall be deemed to have been paid in full.

6.17	Convertible Debt.

At the Closing, each Investor agrees severally and not jointly to provide the Company a convertible debt up to an amount as listed in Schedule II-B (the “Convertible Debt”) for a term of one (1) year with a single annual interest of 15% commencing from the inception of the Convertible Debt provided that such Convertible Debt has been secured by a collateral and/or guarantee in a form and substance to the satisfaction of such Investor. The Company agrees to grant each Investor an option to convert the Convertible Debt (together with the accumulated interests) into Preferred Shares in immediate next round equity financing, at a conversion price equivalent to 95% of the Company’s pre-money valuation in the immediate next round equity financing.

7.	CURE OF BREACHES; INDEMNITY.

7.1	Except as disclosed in the Disclosure Schedule, in the event of:

(a)

any material breach or violation of, or inaccuracy or misrepresentation in, any representation or warranty made by the Warrantors contained herein or any of the other Transaction Documents;

(b)

any material breach or violation of any covenant or agreement contained herein or any of the other Transaction Documents;

(c)

any undisclosed liabilities with respect to any Group Company which incurred prior to the Closing, regardless of whether such non-disclosure constitutes a breach of representation or warranties of the Warrantors hereunder;

(d)

any dispute with or claim by any employee of the Domestic Companies including, without limitation, any severance or similar payment required to be made by any Group Company to its former employees, any underpayment of social insurance and housing schemes and any omission or failure on the part of the Domestic Companies to pay any social insurance or any housing schemes or enter into the relevant employment agreements with such employees under the applicable Laws which incurred on or before the Closing;

(e)

any dispute with or claim by the contracting party of any Group Company in connection with any agreements or contracts that any Group Company has entered into prior to the Closing;

(f)

any non-compliance by the Group Companies, the Key Holders with PRC Law of foreign exchange in connection to the Company’s operation and business prior to the Closing; or

(g)

any liability resulting from the operating the Business by the Group Companies without appropriate permits, licenses or authorizations for such Business prior to the Closing;

(each of (a) - (g), a “Breach”, the Warrantors shall, jointly and severally, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Investors (it being understood that any cure shall be without recourse to cash or assets of any of the Group Companies). Notwithstanding the foregoing, the Warrantors shall also, jointly and severally, indemnify the Investors and their respective Affiliates, limited partners, members, stockholders, directors employees, agents and representatives (each, an “Indemnitee”) for any and all losses, liabilities, damages, liens, claims, obligations, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an “Indemnifiable Loss”), resulting from, or arising out of, or due to, any Breach.

7.2

Notwithstanding the foregoing, the Warrantors shall, jointly and severally, indemnify and keep indemnified the Indemnitees and hold them harmless against any and all Indemnifiable Losses resulting from, or arising out of, or due to, any claim for tax which has been made or may hereafter be made against the Domestic Companies and any other Group Company wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by the Domestic Companies and any Group Company on or before the Closing and any reasonable costs, fees or expenses incurred and other liabilities which the Domestic Companies and any Group Company may properly incur in connection with the investigation, assessment or the contesting of any claim, the settlement of any claim for tax, any legal proceedings in which the Domestic Companies claims in respect of the claim for tax and in which an arbitration award or judgment is given for the Domestic Companies or Group Company and the enforcement of any such arbitration award or judgment, provided, however, that the Key Holders shall be under no liability in respect of taxation:

(a)

that is promptly cured without recourse to cash or other assets of any Group Company;

(b)

to the extent that provision, reserve or allowance has been made for such tax in the audited consolidated Financial Statements of the Company;

(c)

if it has arisen in and relates to the ordinary course of business of the Domestic Companies since the Statement Date;

(d)

to the extent that the liability arises as a result only of a provision or reserve in respect of the liability made in the Financial Statements being insufficient by reason of any increase in rates of tax announced after the Closing with retrospective effect; or

(e)

to the extent that the liability arises as a result of legislation which comes into force after the Closing and which is retrospective in effect.

The survival period for any indemnity obligation relating to claims for tax matters arising under this Section 7.2 shall be the applicable statute of limitations for tax claims.

7.3

Subject to the second paragraph of Section 7.1, in the event that an Indemnitee suffers an Indemnifiable Loss as provided in Section 7.1 or Section7.2 and the Group Companies are either unwilling or unable to fulfill their obligations under Section 7.1 or Section 7.2 to indemnify the Indemnitees for the full amount of such Indemnifiable Loss within sixty (60) days of receipt of written notice thereof from the Investors (the “Grace Period”), then the Key Holders, shall indemnify the Indemnitees such that the Indemnitees shall receive the full amount of such Indemnifiable Loss, provided that, to the extent such Indemnitees have recovered any Indemnifiable Loss from the Group Companies before the expiration of the Grace Period, the Key Holders shall not be obligated to indemnify

the Indemnified Party with respect to such amount; provided, further, that the failure of any Group Company to pay any Indemnifiable Loss to such Indemnitees is not solely due to disapproval of such payment by the Investors or the director appointed by the Investors.

7.4

If a Investor or other Indemnitee believes that it has a claim that may give rise to an obligation of any Warrantor pursuant to this Section 7, it shall give prompt notice thereof to the Warrantors and the other Investors stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted. Any dispute related to this Section 7 shall be resolved pursuant to Section 8.15.

7.5

Notwithstanding any other provision of this Agreement or the other Transaction Documents, the maximum aggregate liability of the Group Companies for indemnification to any Indemnitee under this Section 7 shall be limited to the aggregate Purchase Price paid by the Indemnitee or its Affiliates plus all dividends accrued and unpaid with respect to such shares held by the Indemnitee or its Affiliates) (the “Group Indemnification Cap”); the maximum aggregate liability of each Key Holder for indemnification to any Indemnitee under this Section 7 shall be limited to the equity interest of such Key Holder in the Group Companies (the “Holder Indemnification Cap”).

8.	MISCELLANEOUS.

8.1	Survival of Warranties.

Unless otherwise set forth in this Agreement, the representations and warranties of the Warrantors contained in or made pursuant to this Agreement shall survive for two (2) years from the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Investors or the Company.

8.2	Confidentiality.

(a)

Disclosure of Terms. The terms and conditions of this Agreement, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby and thereby (collectively, the “Transaction Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any Party (including its respective shareholders and representatives) hereto to any third party except as permitted in accordance with the provisions set forth below.

(b)

Permitted Disclosures. Notwithstanding the foregoing, the Company may disclose (i) the existence of the investment to its bona fide prospective investors, employees, bankers, lenders, accountants, legal counsels and business partners, or to any person or entity to which disclosure is approved in writing by the Investors, such approval not to be unreasonably withheld; and (ii) the transaction terms to its current shareholders, employees, bankers, lenders, accountants and legal counsels, in each case only where such persons or entities are under appropriate

nondisclosure obligations substantially similar to those set forth in this Section 8.2, or to any person or entity to which disclosure is approved in writing by the Investors, which such approval is not to be unreasonably withheld. The Investors may disclose (x) the existence of the investment and the Transaction Terms to any Affiliate, partner, limited partner, former partner, potential partner or potential limited partner of the Investor or other third parties and (y) the fact of the investment to the public, in each case as it deems appropriate in its sole discretion. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 8.2(c) below.

(c)

Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws and regulations of any jurisdiction) to disclose the existence of this Agreement or content of any of the Transaction Terms as confirmed by advice from counsel, such party (the “Disclosing Party”) shall provide the other parties with prompt written notice of that fact and shall consult with the other parties regarding such disclosure. At the request of another party, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.

(d)

Other Exceptions. Notwithstanding any other provision of this Section 8.2, the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted Party learns from a third party having the right to make the disclosure, provided the restricted Party complies with any restrictions imposed by the third party; (ii) information which is rightfully in the restricted Party’s possession prior to the time of disclosure by the protected Party and not acquired by the restricted Party under a confidentiality obligation; or (iii) information which enters the public domain without breach of confidentiality by the restricted Party.

(e)

Press Releases, Etc. No announcements regarding the Investors’ investment in the Company may be made by any Party hereto in any press conference, professional or trade publication, marketing materials or otherwise to the public without the prior written consent of the Investors and the Company, provided, that any such announcement made by any partner, limited partner, bona fide potential partner or bona fide potential limited partner of the Investors shall not be subject to the consent of the Company.

(f)

Other Information. The provisions of this Section 8.2 shall terminate and supersede the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.

8.3	Transfer; Successors and Assigns.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Save as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. This Agreement and the rights and obligations therein may not be assigned by the Key Holders and the Group Companies without the written consent of the Investors; provided, however, that each Investor may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliated Funds of such Investor without the consent of the Key Holders and the Group Companies.

8.4	Governing Law.

This Agreement shall be governed by and construed in accordance with the Law of Hong Kong as to matters within the scope thereof, without regard to its principles of conflicts of laws.

8.5	Counterparts; Facsimile.

This Agreement may be executed and delivered by facsimile or other electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.6	Titles and Subtitles.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.7	Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after delivery by an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule VIII, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 8.7.

8.8	No Finder’s Fees.

Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and

expenses of defending against such liability or asserted liability) for which each Investor or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Investor from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

8.9	Fees and Expenses.

The Company shall pay all of its own costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. The Company shall pay all reasonable costs and expenses incurred or to be incurred by the Investors, provided that such expenses and costs shall not exceed a US dollar amount equivalent of US$30,000 (the “Expenses”) on the date of the Closing if the Closing has occurred.

8.10	Attorney’s Fees.

If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Documents, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.11	Amendments and Waivers.

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Company and (ii) the Majority A+ Preferred Shares Holders. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the Company, the Investors and all the other Parties. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination or waiver applies to all Investors in the same fashion. The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any Party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 8.11 shall be binding on all Parties hereto, even if they do not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

8.12	Severability.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

8.13	Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

8.14	Entire Agreement.

This Agreement (including the Schedules and Exhibits hereto) and the other Transaction Documents constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

8.15	Dispute Resolution.

(a)

Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any Party with notice to the other Parties.

(b)

The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC.

(c)

The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 8.15, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.15 shall prevail.

(d)

The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive law.

(e)

Each Party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request.

(f)

The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award.

(g)

Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

8.16	No Commitment for Additional Financing.

The Company acknowledges and agrees that no Investor has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Series A+ Preferred Shares as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no oral statements made by any Investor or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Investor or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Investor and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Each Investor shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

8.17	Rights Cumulative.

Each and all of the various rights, powers and remedies of a Party will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

8.18	No Waiver.

Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

8.19	No Presumption.

The Parties acknowledge that any applicable law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

8.20	Exculpation Among Investors.

Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Series A+ Preferred Shares.

8.21	Third Party Beneficiaries.

Each of the Indemnitees shall be a third party beneficiary of this Agreement with the full ability to enforce Section 7 of this Agreement as if it were a Party hereto.

8.22	Termination of Agreement.

(a)

This Agreement may be terminated before the Closing as follows:

(1)

by mutual written consent of the Company and the Investors as evidenced in writing signed by each of the Company and the Investors;

(2)

by the Investors in the event of any material breach or violation of any representation or warranty, covenant or agreement contained herein or in any of the other Transaction Documents by any Warrantor;

(3)

by the Investors if any event, circumstance or change shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, have had or reasonably could be expected to have a Material Adverse Effect on the Group Companies; or

(4)

by any Investor, severally but not jointly, or the Company if the Closing shall not have occurred on or before September 30, 2015. For avoidance of doubt, if the Agreement is terminated by an Investor according to this Section 8.22 (a) (4), the Agreement shall remain valid and enforceable between the Company and any other Investors who have not elected to terminate this Agreement.

(b)

Effect of Termination. The date of termination of this Agreement pursuant to Section 8.22(a) hereof shall be referred to as “Termination Date”. In the event of termination by the Company and/or the Investors pursuant to Section 8.22(a) hereof, written notice thereof shall forthwith be given to the other Party and this Agreement shall terminate, and the purchase of the Series A+ Preferred Shares hereunder shall be abandoned and rescinded, without further action by the Parties hereto. Each of the Parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Warrantors or the Investors; provided that no such termination shall relieve any party hereto from liability for any breach of this Agreement. The provisions of this Section 8.22, Section 7, Section 8.2, Section 8.4, Section 8.9, and Section 8.15, hereof shall survive any termination of this Agreement.

8.23	Restriction on the Use of “SEQUOIA” and Confidentiality.

Without the written consent of SEQUOIA, the Group Companies, their shareholders (excluding SEQUOIA), and the Founders, shall not use the name or brand of SEQUOIA or its Affiliate, claim itself as a partner of SEQUOIA or its Affiliate, make any similar representations. Without the written approval of SEQUOIA, the Group Companies, their shareholders (excluding SEQUOIA), and the Founders, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or SEQUOIA’s subscription of share interest of the Company.

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