FOURTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

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

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

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”);

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

Burning Rock (Beijing) Bio-technology 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”);

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 Biotechnology Co., Ltd. (广州燃石生物科技有限公司), a company duly incorporated and validly existing under the Laws of the PRC and a wholly-owned subsidiary of the Beijing Subsidiary (the “Guangzhou Biotechnology 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 Shanghai Subsidiary, the Beijing Subsidiary, the Guangzhou Laboratories Subsidiary and the Guangzhou Biotechnology 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”);

The individual listed on Schedule I-A attached hereto (the “Founder”);

BRT Bio Tech Limited, an exempted company duly incorporated and valid existing under the Laws of the British Virgin Islands (the “Holding Entity”);

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

Each of the individuals listed on Part II of Schedule I-B attached hereto;

Each of the Persons listed on Schedule I-C attached hereto (each such Person, “A Round Financing Investor” and, collectively, the “A Round Financing Investors”);

Each of the Persons listed on Schedule I-D attached hereto (each such Person, an “A+ Round Financing Investor” and, collectively, the “A+ Round Financing Investors”);

Each of the Persons listed on Schedule I-E attached hereto (each such Person, a “B Round Financing Investor” and, collectively, the “B Round Financing Investors”); and

Each of the Persons listed on Schedule I-F attached hereto (each such Person, a “C Round Financing Investor” and, collectively, the “C Round Financing Investors”, together with A Round Financing Investors, A+ Round Financing Investors and B Round Financing Investors, each an “Investor”, and collectively the “Investors”).

DEFINITIONS.

REGISTRATION RIGHTS.

INFORMATION AND OBSERVER RIGHTS.

Delivery of Financial Statements.

as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited consolidated financial statement as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with PRC GAAP consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by an accredited accounting firm or any other independent public accountants of internationally recognized standing selected by the Company according to Section 7.2(b) (xv);

as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter;

as soon as practicable, but in any event within thirty (30) days after the end of each month, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month and (iii) an unaudited consolidated statement of cash flows for such month;

as soon as practicable, but in any event forty-five (45) days prior to the end of each fiscal year, an annual consolidated budget for the next fiscal year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

with respect to the financial statements called for in Section 3.1 (a), Section 3.1 (b) and Section 3.1 (c) an instrument executed by the chief financial officer of the Company and certifying that such financials were prepared in accordance with PRC GAAP, consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). As soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter, the Company shall also provide the Investors and the Board an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior quarter and figures presented in the Budget on the other hand;

such other information (A) provided to any other Shareholder, or (B) as an Investor or any assignee of an Investor may from time to time reasonably request;

if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and

notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Inspection.

U.S. Tax Matters.

The Company will not take any action inconsistent with the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes.

Upon request, the Company shall use reasonable efforts to assist each U.S. Investor in determining whether the Company is a passive foreign investment company (“PFIC”) as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”) for any taxable year (and, if the U.S. Investor reasonably believes that the Company was a PFIC for a taxable year, the status of each of the other Group Companies for such taxable year). For so long as a U.S. Investor holds 10% or more of the total voting power of the Company’s shares (a “10% U.S. Investor”) the Company shall, upon request, use reasonable efforts to assist each 10% U.S. Investor in determining whether the Company is a controlled foreign corporation (“CFC”) as defined in Section 957 of the Code for any taxable year. Following a determination by a U.S. Investor that it believes that the Company was a PFIC or a determination by a 10% U.S. Investor that it believes the Company was a CFC for a taxable year, the Company will, upon request, use reasonable efforts to provide such U.S. Investor with information requested by the U.S. Investor that is reasonably available to the Company and necessary to permit such U.S. Investor to accurately prepare its U.S. federal income tax returns and comply with U.S. federal income tax reporting requirements resulting from such determination.

Any information obtained by a U.S. Investor under this Section 3.3 shall be kept confidential except to the extent necessary in connection with the filing of U.S. federal income tax returns and compliance with U.S. federal income tax reporting requirements or proceedings with respect thereto.

Observer Rights.

So long as any Investor, together with such Investor’s Affiliates, continues to hold no less than two point five percent (2.5%) of the total issued and outstanding Shares (on an as-converted basis), but not represented in the Board, the Company shall invite, and shall cause any of the other Group Companies to invite, a representative

In the event that an Observer cannot or elect not to attend any meeting of the board, the committees and subcommittees of the board, or the similar governing bodies of any Group Company, such Observer may by a written instrument appoint an alternate who need not be an Observer to attend such meeting.

Termination of Information, Inspection and Observer Rights.

Confidentiality.

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.

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 3.6, 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 (i) the existence of the investment and the Transaction Terms to its Affiliate, such Investor/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager, auditor, insurer, accountant, consultant or to an officer, director, general partner,

Other than the existence of the investment and the Transaction Terms as provided in Section 3.6(a) and Section 3.6(b) above, any other Confidential Information shall also not be disclosed by any of the Parties to any other Person, provided however, an Investor may disclose such Confidential Information to: (i) such Investor/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager, auditor, insurer, accountant, consultant on a need-to-know basis, (ii) to any bona fide prospective purchasers/investors of any share, security or other interests in the Company as long as such prospective investor agrees to be bound by the provisions of this Section 3.6, (iii) its Affiliate, an officer, director, general partner, limited partner, its fund manager, shareholder or Subsidiary of such Investor in the ordinary course of business, (iv) any information for fund and inter-fund reporting purposes; or (v) as may otherwise be as required by Law, Governmental Authorities, exchanges and/or regulatory bodies, including by the Securities and Exchange Commission (or equivalent for other venues); provided further that, the Company may disclose such Confidential Information to (i) its bona fide prospective investors, employees, bankers, lenders, accountants, legal counsels and business partners on a need-to-know basis, or to any person or entity to the extent such disclosure is approved in writing by the Investors, and approval shall not to be unreasonably withheld; and (ii) 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 3.6, or to any person or entity to the extent such disclosure is approved in writing by the Investors, and such approval shall not to be unreasonably withheld.

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 Confidentiality Information as confirmed by advice from counsel, such party (the “Disclosing Party”) shall, if and to the extent that it can lawfully do so, 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.

Other Exceptions. Notwithstanding any other provision of this Section 3.6, 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.

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.

Other Information. The provisions of this Section 3.6 shall terminate and supersede the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.

RIGHT OF FIRST OFFER.

Right of First Offer.

The Company shall deliver a notice, in accordance with the provisions of Section 8.3 hereof (the “Offer Notice”) to the Offerees stating (i) its bona fide intention to issue such Additional Equity Securities, (ii) the number of such Additional Equity Securities to be issued, and (iii) the price and terms, if any, upon which it proposes to issue such Additional Equity Securities.

Within twenty (20) calendar days after the receipt of the Offer Notice, each Offeree may, by written notification, elect to purchase or obtain, in whole or in part, at the price and on the terms specified in the Offer Notice, up to that portion of such Additional Equity Securities which equals the proportion that the number of Ordinary Shares (calculated on an as-converted basis assuming conversion of all convertible securities) then held, by such Offeree bears to the total number of Ordinary Shares (calculated on an as-converted basis assuming conversion of all

The Company shall promptly, in writing, inform each Offeree that elects to purchase all of the Pro Rata Shares available to it (each, a “Fully Exercising Holder”) of any other Offeree’s failure to do likewise. During the ten (10) day-period commencing immediately after receipt of such information, each Fully Exercising Holder shall be entitled to notify the Company of its desire to purchase more than its Pro Rata Share of the Additional Equity Securities, stating the number of the Additional Equity Securities it proposes to purchase. If as a result thereof, such oversubscription exceeds the total number of the remaining Additional Equity Securities available for purchase, the oversubscribing Fully Exercising Holder will be cut back by the Company with respect to their oversubscriptions to that number of remaining Additional Equity Securities equal to the proportion that the number of Registrable Securities (calculated on an as-converted basis and exclusive of the Ordinary Shares held by the Ordinary Shareholders) then held by such Fully Exercising Holder bears to the total number of Registrable Securities (calculated on an as-converted basis and exclusive of the Ordinary Shares held by the Ordinary Shareholders) then held by all Fully Exercising Holders who wish to purchase such unsubscribed Additional Equity Securities.

If all Additional Equity Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 4.1(b) and (c) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) and (c) hereof, offer the remaining unsubscribed portion of such Additional Equity Securities to identified parties at a price not less than, and upon terms no more favorable to the Offerees than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Additional Equity Securities within such period, or if such agreement is not consummated within twenty (20) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Additional Equity Securities shall not be offered unless first reoffered to the Offerees in accordance with this Section 4.1.

Termination.

BOARD COMPOSITION AND VOTING MATTERS.

Board Composition.

▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors.

The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇▇▇ ▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”).

Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors.

Size of the Board; Subsidiaries.

Removal of Board Members.

All Shareholders agree to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Shareholder entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.

Increase in Authorized Share Capital.

Specific Enforcement.

Term.

RIGHT OF FIRST REFUSAL, CO-SALE AND RESTRICTIONS ON SALE.

Restrictions on Transfer.

Transfer of Shares.

Restriction on Transfer of the Ordinary Shares.

So long as any Investor possesses any Equity Securities of the Company, the Founder shall not make any Transfer regarding the Ordinary Shares directly and indirectly held by the Founder without the consent of the Investors, provided however, (a) the Founder in aggregate may Transfer no more than 2% of all outstanding and issued Shares of the Company for each calendar year only with the prior written consent from at least three (3) Key Investors’ Directors; (b) the Founder in aggregation may Transfer more than 2% of all outstanding and issued Shares of the Company for each calendar year only with the prior written consent from at least four (4) Key Investors’ Directors (including the consent of the GIC Director). For the avoidance of doubt, this Section 6.1 (b)(i) shall not apply to any Transfer regarding the Preferred Shares directly and indirectly held by the Founder.

Subject to Section 6.1(b)(i) above, without the prior written consent of at least one-half (1/2) of Key Investors’ Directors of the Company, the Ordinary Shareholders (except for the Founder who shall make a Transfer of his or her Ordinary Shares in accordance with subsection (i) above) shall not effect any Transfer to any other party.

Right of First Offer on Sale of the Preferred Shares.

Transfer Notice of the Preferred Shares.

In the event that any of the Investors other than GIC (the “Preferred Shares Transferor”) receives a bona fide proposal for purchase of Preferred Shares from any person (the “Preferred Shares Transferee”) (the “Proposed

Right of First Offer for the Proposed Sale.

The Company and the Founder (collectively, the “Qualified Purchasers”) shall have the right of first offer, to purchase any or all of the Transferred Preferred Shares in whole or in part on the same terms and conditions as specified in the Sale Notice (the “Purchase Right”), provided that the Founder’ Purchase Right hereunder shall be subordinate to the Company’s Purchase Right, and the Founder shall exercise such Purchase Right on pro rata basis.

Subject to the PRC Laws, including without limitation to the SAFE rules and regulations, the Qualified Purchasers shall, within ten (10) calendar days of receipt of the Sale Notice (the “Purchase Right Exercise Period”) deliver an exercise notice to the Preferred Shares Transferor to exercise its Purchase Right. If the Qualified Purchasers choose not to exercise or fully exercise its Purchase Right, or fail to exercise its Purchase Right within the Purchase Right Exercise Period, then the Preferred Shares Transferor may sell the remaining Transferred Preferred Shares to a Preferred Shares Transferee on terms and conditions not more favorable than those specified in the Sale Notice. Thus, the Qualified Purchasers shall have no further rights under this Section 6.1 (c) with respect to the Proposed Sale.

Any Investor (except for GIC) shall not, without the prior written consent of ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), transfer or dispose of any of its shares to an entity (the “Direct Competitor of the Company”) 1) the business operation and marketing of which in the PRC is to diagnose oncology genes for early cancer diagnostic, cancer susceptibility, cancer monitoring and provide individualized medication guides for cancer patients by means of next generation gene sequencing (“NGS”); and 2) that directly competes with Group Companies in the PRC by offering the same or substantially similar products or services that constitute the primary products or services offered by the Group Companies or Pipelines to be offered by the Group Companies. For the purpose of this Agreement, the term “Pipelines” shall mean new products or services of the Group Companies which are to be launched within one (1) year upon the date herein.

Unless otherwise expressly provided in this Section 6.1(c), the Investors are entitled to transfer, sell, or otherwise dispose any of their Equity Securities in any manner without any limitation, subject to applicable Laws. Notwithstanding anything contained herein to the contrary, each of the Investors is entitled to transfer, sell, or otherwise dispose any of its Equity Securities in any manner to any of its Affiliates.

GIC’s Sale of the Preferred Shares.

If GIC proposes to transfer any Shares of the Company to a third party other than its Affiliates, GIC shall provide a list of the prospective transferees to the Company (“List of Transferees”). The Company shall, upon receipt of the List of Transferees, discuss in good faith with GIC and make suggestions to GIC for the purpose of finalizing the List of Transferees. The final List of Transferees shall be subject to the mutual consent by GIC and the Company, provided that, the Company shall deliver its consent, objection or any proposed amendment (as the case may be) with respect to the List of Transferees to GIC within five (5) Business Days following the receipt of the List of Transferees.

Notwithstanding anything to the contrary, Section 6.1(d)(i) shall not apply to (x) a sale pursuant to Section 6.3, or (y) a sale in the event that the Company fails to fulfill its redemption obligations or pay on the date that the related redemption payment were due pursuant to the Articles.

Subject to the Section 6.1(d)(i), GIC is entitled to Transfer any of the Equity Securities in the Company in any manner without any limitation, subject to applicable Laws. Notwithstanding anything contained herein to the contrary, GIC is entitled to Transfer any of the Equity Securities in the Company in any manner to any of its Affiliates.

For the avoidance of doubt, Section 6.1(c) shall not apply to GIC or its Affiliates in any event.

Right of First Refusal

Proposed Transfer Notice.

Grant of Right of First Refusal to the Eligible Holders.

Each Eligible Holders shall have the right for a period of twenty-one (21) days (the “Eligible Holders’ ROFR Exercise Period”) following the

Each Eligible Holders may exercise such right of first refusal and, thereby, purchase all or any portion of its pro rata share of the Transfer Share, by notifying the Transferor and the Company in writing, before expiration of the Eligible Holders’ ROFR Exercise Period as to the number of such Transfer Share that it wishes to purchase.

Each Eligible Holders’ pro rata share of the Transfer Share shall be a fraction, the numerator of which shall be the total number of the Shares and other Equity Securities of the Company (calculated on an as converted but otherwise non-diluted basis) owned by such Eligible Holder on the date of the Proposed Transfer Notice and the denominator of which shall be the total number of the Shares and other Equity Securities of the Company (calculated on an as-converted but otherwise non-diluted basis) held by all the Eligible Holders on such date (the “ROFR Pro Rata Share”). For the avoidance of doubt, with respect to each Ordinary Shareholder holding Preferred Shares, any calculation in respect of its ROFR Pro Rata Share shall be based on and shall be limited to the relevant Preferred Shares held by such Ordinary Shareholder, without considering any Ordinary Shares held by such Ordinary Shareholder .

If any Eligible Holders elects not to exercise or fully exercise or fails to fully exercise such right of first refusal pursuant to Section 6.2(b)(ii), the Transferor shall, within five (5) days following the receipt of all the Eligible Holders’ written notices pursuant to Section 6.2(b)(ii) or the expiration of the Eligible Holders’ ROFR Exercise Period (whichever is earlier), give notice of such election or failure (the “Re-allotment Notice”) to each other Eligible Holders that elected to purchase its entire pro rata share of the Transfer Share (the “Purchasing Holders”), which notice shall set forth the number of the Transfer Share not purchased by the other Eligible Holders pursuant to Section 6.2(b)(ii) (such shares, the “Remaining Transfer Share”). The Purchasing Holders shall have a right of re-allotment such that they shall have fifteen (15) days from the date such Re-allotment Notice was given to elect to increase the number of the Transfer Share they agreed to purchase under Section 6.2(b)(ii). Such right of re-allotment shall be subject to the following conditions: each Purchasing Holder shall first notify the Transferor of its desire to increase the number of the Transfer Share it agreed to purchase under Section 6.2(b)(ii), stating the number of the additional Transfer Share it proposes to buy (the “Additional Transfer Share”). If, as a result thereof, the total number of Additional Transfer Share the Purchasing Holders propose to buy exceeds the total number of the Remaining Transfer Share, the Remaining Transfer Share shall be allocated as necessary such that each Purchasing Holder electing to

Subject to applicable securities Laws, the Eligible Holders shall be entitled to apportion the Transfer Share to be purchased among its partners and/or Affiliates upon written notice to the Company and the Transferor.

If an Eligible Holders gives the Transferor notice that it desires to purchase the Transfer Share, then payment for the Transfer Share to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against allotment of such Transfer Share together with an executed instrument of transfer to be purchased at a place agreed by the Transferor and all the participating Eligible Holders and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Eligible Holders’ receipt of the Proposed Transfer Notice.

Notwithstanding the foregoing, in the event that any Ordinary Shareholder (including its successors and permitted assigns) proposed to make a Proposed Transfer in relation to any Ordinary Share of the Company:

The Company shall have the right, prior to any Eligible Holders’ exercise of Right of First Refusal, for a period of fifteen (15) days (the “Company’s ROFR Exercise Period”) following the receipt of the Proposed Transfer Notice to elect to purchase any or all of such Transfer Shares at the same price and subject to the same material terms and conditions as described in the Proposed Transfer Notice.

The Company may exercise such right and, thereby, purchase any or all of such Transfer Shares, by notifying the Transferor in writing, before expiration of the Company’s ROFR Exercise Period, that it wishes to purchase any or all of such Transfer Shares.

If the Company gives the Transferor notice that it desires to purchase any or all such Transfer Shares, then payment for such Transfer Shares shall be made by check or wire transfer in immediately available funds of the appropriate currency, against allotment of such Transfer Shares at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Proposed Transfer Notice.

Regardless of any other provision of this Agreement, if the Company declines in writing or fails to exercise or fully exercise its right of first refusal pursuant to this Section 6.2(c) with respect to such Transfer Shares, then the Transferor shall be under no obligation to transfer the remaining Transfer Shares to the Company pursuant to this Section 6.2(c) and shall then be required to provide another notice regarding the remaining Transfer Shares which are not purchased by the Company to each Eligible Holder (the “Additional Proposed Transfer Notice”, together with the Proposed Transfer Notice, the “Transfer Notice”) (which shall contain the same conditions and price for sale of the remaining Transfer Shares as set forth in the Proposed Transfer Notice) within five (5) days, then each Eligible Holder shall have the right, within the Eligible Holders’ ROFR Exercise Period following the Eligible Holders’ receipt of the Additional Proposed Transfer Notice, to elect to purchase its respective pro rata share of the Transfer Share at the same price and subject to the same material terms and conditions as described in the Proposed Transfer Notice, and the provisions set forth in this Section 6 shall apply to Eligible Holder’s exercise of Right of First Refusal mutatis mutandis.

For the avoidance of doubt, the Company shall not have any Right of First Refusal in relation to the Ordinary Shareholder’s Transfer of any Preferred Shares or any shares converted therefrom, in which case Section 6.2 (b) shall apply to such Transfer.

Purchase Price. The purchase price for the Transfer Share to be purchased by the Company or the Eligible Holders exercising their right of first refusal will be the price set forth in the Transfer Notice. If the purchase price in the Transfer Notice includes consideration other than cash, the cash equivalent value of the non-cash consideration will be as previously determined by the Board (including the affirmative vote of at least one-half (1/2) of Key Investors’ Directors).

Rights of Transferor. If the Company or any Eligible Holders exercises its right of first refusal to purchase the Transfer Share, then, upon the date the notice of such exercise is given by the Company or such Eligible Holders, the Transferor will have no further rights as a holder of such Transfer Share except the right to receive payment for such Transfer Share from the Company or the Eligible Holders in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Transfer Share to be surrendered to the Company or the Eligible Holders for transfer to the Company or the Eligible Holders, as applicable together with an executed instrument of transfer.

Application of Co-Sale Right. Regardless of any other provision of this Agreement, if any Eligible Holders declines in writing or fails to exercise its right of first refusal and if there are any Remaining Transfer Share following the procedures provided in Section 6.2(b) and/or Section 6.2(c), then the Transferor shall give each Eligible Holder a written notice (the “First Refusal Expiration Notice”) specifying that the Eligible Holders have not exercised their right of first refusal in full and that the Remaining Transfer Share not purchased by the Company and any Eligible Holders pursuant to Section 6.2(b) and/or Section 6.2(c) (the “Unsold Transfer Share”) shall be subject to the co-sale right of the Co-Sale Holder (as defined in Section 6.3 below) described in Section 6.3 below, in which case the First Refusal Expiration Notice shall specify (i) the number of the Unsold Transfer Share, (ii) the Co-Sale Pro Rata Portion (as defined in Section 6.3 below) of the Unsold Transfer Share for the purpose of such co-sale right and (iii) the name of the Co-Sale Eligible Holder(s) (as defined in Section 6.3 below). For avoidance of any doubt, the co-sale right under Section 6.3 shall not apply to any Eligible Holders that has successfully purchased any Transfer Share as a result of its exercise of the right of first refusal pursuant to Section 6.2(b).

Right of Co-Sale.

If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter are to be sold to a Prospective Transferee (such Transfer Shares, the “Co-Sale Eligible Shares”), each Eligible Holder that has not exercised its rights under Section 6.2(b) (each an “Co-Sale Eligible Holder”) may elect to exercise its Right of Co-Sale and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after the expiration of the Eligible Holders’ ROFR Exercise Period as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised the Right of Co-Sale.

Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale by delivering the written notice provided for above in Section 6.3(a) may include in the Proposed Transfer all or any part of its Shares equal to the product (the “Co-Sale Pro Rata Portion”) obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares owned by such Co-Sale Eligible Holder (calculated on an as-converted basis assuming conversion of all convertible securities) immediately before consummation of the Proposed Transfer and the denominator of which is the total number of Ordinary Shares owned, in the aggregate, by all Co-Sale Eligible Holders (calculated on an as-converted basis assuming conversion of all convertible securities) immediately prior to the consummation of the Proposed Transfer, plus the number of Ordinary Shares held by the Transferor (calculated on an as-converted basis assuming conversion of all convertible securities). To the extent that one or more of the Co-Sale Eligible Holders exercises such right of participation in accordance with the terms and conditions set forth herein, the

The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur within twenty-five (25) calendar days from the beginning of the Co-Sale Period (the “Co-Sale Closing”). For avoidance of doubt, the Right of Co-Sale shall not apply with respect to Transfer Shares sold or to be sold to the Eligible Holders under the Right of First Refusal in Section 6.2.

A Co-Sale Eligible Holder shall effect its participation in the Proposed Transfer by delivering to the Transferor, prior to the Co-Sale Closing, one or more share certificates, together with an executed instrument of transfer to the Prospective Transferee, representing:

the number of Ordinary Shares that such Eligible Holder elects to include in the Proposed Transfer; or

the number of Preferred Shares that are at such time convertible into the number of Ordinary Shares that such Eligible Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the allotment of convertible Preferred Shares in lieu of Ordinary Shares, such Eligible Holder shall first convert the Preferred Shares into Ordinary Shares and allot Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee.

The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction.

Each share certificate a Co-Sale Eligible Holder delivers to the Transferor pursuant to Section 6.3(d) above will be transferred to the Prospective Transferee against payment therefor and the register of members of the Company shall be updated in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement, and the Transferor shall concurrently therewith remit to each Co-Sale Eligible Holder the portion of the sale proceeds to which such Co-Sale Eligible Holder is entitled by reason of its participation in such sale. If any Prospective Transferee(s) refuse(s) to purchase securities subject to the Right of Co-Sale from any Co-Sale Eligible Holder exercising its Right of Co-Sale hereunder, no Transferor may sell any Transfer Shares to such Prospective Transferee(s) unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from such Co-Sale Eligible Holder.

Proposed Transfer—Compliance Period.

Effect of Failure to Comply.

Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the Parties hereto unconditionally and irrevocably agree that any non-breaching Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Shares not made in strict compliance with this Agreement).

If any Ordinary Shareholder becomes obligated to sell any Shares to the Company under this Agreement and fails to allot such Shares in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Ordinary Shareholder the purchase price for such Shares as is herein specified and cancel on its books or registers of members the certificate of certificates representing the shares to be sold.

If any Ordinary Shareholder purports to sell any Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Eligible Holder, in addition to such remedies as may be available by Laws, in equity or hereunder, is entitled to require such Transferor to purchase Shares from the Eligible Holder, as provided below, and such Transferor will be bound by the terms of such option. If a Transferor makes a Prohibited Transfer, each Eligible Holder upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Transferor to purchase from such Eligible Holder the type and number of Shares that such Eligible Holder would have been entitled to sell to the Prospective Transferee under Section 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Eligible Holder

Exempted Transfers.

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6.2 and Section 6.3 shall not apply: (i) to a repurchase of Shares from a Transferor by the Company at a price no greater than that originally paid by such Transferor for such Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board, (ii) in the case of a Transferor that is a natural person, upon a transfer of Shares by such Transferor, either during his or her lifetime or on death by will or intestacy, to his or her Immediate Family Members or any other relatives approved by the Board (including the affirmative votes of 1/2 Key Investors’ Directors), or any custodian or trustee for the account of a Transferor or a Transferor’s Immediate Family Members, (iii) any transfer of shares of the Company indirectly held by any Key Holder from the Holding Entity to such Key Holder at cost, or (iv) the sale of any Shares to the public in a Qualified IPO, provided that (a) adequate documentation therefor is provided to the Investors and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor by executing an Adherence Agreement substantially in the form attached hereto as Exhibit A (“Adherence Agreement”); and (b) such Transfer is effected in compliance with all applicable Laws including, without limitation, Circular 37 provided however, without prejudice to the compliance with other applicable Laws, the Transfer of Shares to any custodian or trustee for the account of (x) a Transferor, (y) a Transferor’s Immediate Family Members or (z) a Transferor’s other relatives approved by the Board (including the affirmative votes of 1/2 Key Investors’ Directors), as set out in sub-section (ii) above, shall be effected in compliance with Circular 37 only to the extent legally practicable; provided, further, such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

In the event that the Company is to alter or dissolve the existing Captive Structure, each of the Investors, severally but not jointly, shall be entitled to transfer any and all Equity Securities in the Company then held by the Investors respectively to an Affiliate, Affiliate Fund or a third party designated by the Investors respectively (each as an “Investor’s Designated Party”) at a price solely decided by the Investors respectively, or swap its Equity Securities in the Company with new Equity Securities denominated in RMB to be issued by any of the surviving Group Companies to Investor’s Designated Party. As a result, the Investor’s Designated Party shall hold an equity interest in the surviving Group Companies equivalent to the Equity Securities then held by the Investors respectively in the Company. The Parties shall vote, and cause their respective directors or representatives to vote in favor of such share transfer, and cause the Company and the Group Companies to take all necessary actions to obtain consents and approvals from competent

Assignment. Notwithstanding anything herein to the contrary:

Assignment and Transfer. The terms and conditions of this Agreement shall inure to the benefit of and be binding on the respective transferees, successors and/or assigns of the parties hereto. This Agreement is not assignable except in connection with a Transfer of Shares of the Company by a Shareholder in accordance with this Agreement but only to the extent of such Transfer, provided that (i) any such transferee shall execute and deliver to the Company and the other parties hereto the Adherence Agreement as provided in Section 6.6(a), and (ii) the Company is given a written notice at the time of such assignment stating the name and address of the assignee, provided further that any right of any Investor under this Agreement are fully assignable to its Affiliates and Affiliates Fund without the consent of the other parties hereto.

Adherence Agreement. For any transfer of Shares to be deemed effective, the transferee shall assume the obligations of the transferor under this Agreement by executing and delivering to the Company an Adherence Agreement. Upon the execution and delivery of an Adherence Agreement by any transferee, such transferee shall be deemed to be an Ordinary Shareholder, Investor, Founder or Key Holder hereunder, as appropriate.

Term.

ADDITIONAL COVENANTS.

Protective Provisions.

Matters Requiring the Approval of the Investors.

any increase in the authorized number of Preferred Shares except for any Equity Securities issued or issuable pursuant to the Transaction Documents; any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any Preferred Shares;

any action that authorizes, creates, issues, increases or decreases the authorized number of the Equity Securities, except for (i) the Ordinary Shares issuable upon conversion of Preferred Shares (ii) any Equity Securities issued or issuable pursuant to the Transaction Documents; and (iii) any Equity Securities issued under the option plan with the approval of the Board (including one-half (1/2) of the Key Investors’ Directors);

any authorization, designation or issuance, whether by reclassification or otherwise, of any new class or series of shares or any other securities convertible into Equity Securities of the Company ranking on a parity with or senior to the Preferred Shares in any preference or priority such as right of redemption, liquidation preference, voting or dividends or any increase in the authorized or designated number of any such new class or series, except for any Equity Securities issued or issuable pursuant to the Transaction Documents;

any purchase, repurchase, redemption or retirement of any Equity Securities (excluding shares repurchased upon termination of an employee or consultant pursuant to a restricted share purchase agreement or employee incentive plan);

any amendment or modification, alteration, repeal to or waiver of any provision of any of the memorandum or articles or similar organizational documents or by-laws of the Group Companies or any other constitutional documents, including, without limitation, by operation of a merger, consolidation, reorganization or similar transaction;

the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or other arrangement under law relating to bankruptcy, insolvency or reorganization or relief of debtors, including but not limitation, the Deemed Liquidation Event, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property;

any agreement by the Group Companies regarding selling, transferring, licensing, changing, encumbering or otherwise disposing of any trademarks, patents, know-how or other intellectual property owned by the Group Companies;

any reclassification or recapitalization of the outstanding capital shares of any Group Company;

the selection of the listing exchange for any public offering of any securities of a Group Company (including a Qualified IPO) or approve the valuation and terms and conditions for such public offering;

any change of authorized size of the Board or change the manner in which any director on the Board is appointed (other than change of director by the shareholder who appoints him or her);

changing the name of any Group Company, or ceasing any business undertaking of any Group Company substantially as then currently conducted by such Group Company, change of any material part of its then current business or enter into business that is outside of its then current business;

any adoption or change of the terms of any bonus or profit sharing scheme or any employee share option or share participation schemes or similar plans;

any Trade Sale or Loss of Control; or

any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect to any of the actions listed above.

Matters Requiring the Approval of Board.

appointing, terminating or determining the compensation of the chairman, chief executive officer, president, general manager, Financial Controller, chief operation officer, chief technology officer, vice president-level or above;

issuing options or administrating the Company’s share plan or any other equity incentive, purchase or participation plan for the benefit of employees;

creating, allowing to arise or issuing any debenture constituting a pledge, lien, or charge on all or any of the assets or rights of any Group Company;

establishment of any new direct or indirect subsidiary by any Group Company;

approving and amending annual budget and business plan of any Group Company;

acquiring any investment or incurring any commitment in excess of US$300,000 at any time in respect of any one transaction, or in respect of a series of related transactions within a fiscal year, by any Group Company;

amending the accounting or financial policies or changing the financial year of any Group Company;

any transaction between or among the Group Companies and with any Related Party or member of such Related Party’s family;

incurring any indebtedness or assuming any financial obligation or issuing, assuming, guaranteeing or creating any liability for borrowed money in excess of US$3,000,000 in a single transaction, or in a series of related transactions within a fiscal year, unless such liability is incurred pursuant to the then current business plan or annual budget;

purchase or disposal of business/assets in excess of US$3,000,000 in a single transaction, or in a series of related transactions within a fiscal year, other than the purchase or disposal of business/assets in the ordinary course of business;

extension of any loan or guarantee for indebtedness in excess of US$300,000 to any third party in a single transaction, or in a series of related transactions within a fiscal year;

equity investment in any third party in excess of US$1,500,000 in a single transaction, or in a series of related transactions within a fiscal year;

any single transaction, or a series of related transactions within a fiscal year, that is or are outside ordinary course of business and involving an amount in excess of US$1,500,000 or exclusive relationship;

initiating or settling any single material litigation or arbitration involving an amount in excess of US$1,500,000;

appointing or changing the auditors of any Group Company;

any action that results in the payment or declaration of a dividend on any shares of the Ordinary Shares or the Preferred Shares;

any action that might cause harm to, or result in an alternation, dissolution, cancellation or termination of the existing Captive Structure, including but not limited to any attempt to convert the Company into a domestic company under the PRC Laws; or

any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect to any of the actions listed above.

Matters Requiring the Approval of Majority Series C Preferred Shares Holders.

create or designate (including by reclassification of existing shares), or authorize any issuance of any additional Equity Securities (including, but not limited to, all classes of shares, warrants, rights to subscribe for shares and securities convertible into any share class) for a consideration per share that is lower than the subscription price of the Series C Preferred Shares, except for the transfer of existing Shares of the Company and the issuance of any Shares of the Company in connection with (i) employees stock option plan of the Company; (ii) any share split, share dividend, combination, recapitalization or other similar transaction of the Company; (iii) the conversion of the outstanding Preferred Shares of the Company into the Ordinary Shares of the Company; (iv) the conversion of aggregate principal amount of US$ 17,000,000 and the interest (if any) under the convertible promissory note, which were respectively issued to EverGreen on January 10, 2017 and May 2, 2017, into shares of the Company and (v) any Equity Securities issued or issuable pursuant to the Transaction Documents;

any transaction or series of related transactions by the Company, (i) which shall constitute a change of control event (including the sale or exclusive licensing of substantially all of the intellectual property assets of the Group to a third party), or in which the relevant Group Company or its shareholders immediately prior to such transaction shall not, as a result of or subsequent to the transaction, hold a majority of the voting power or share capital of the surviving or resulting entity with an implied pre-money valuation of the Company with per share price less than the per share issue price with respect to the series C round of financing of Company (subject to adjustment any share dividend, share split, combination of shares, reorganization, recapitalization, reclassification or other similar event affecting such shares);

any waiver or amendment, alternation or modification to the provision related to a price based anti-dilution adjustment applicable to the Series C Preferred Shares;

any initial public offering of any equity securities of the Company, which is not a Qualified IPO;

any waiver of the treatment of an event as a liquidation event or deemed liquidation event or some similar concepts under the current effective investment and constitutional documents of the Company, provided however, in the event where a liquidation event or deemed liquidation event or some similar concepts occurs and the implied pre-money valuation of the Company is no less than US$1,442,496,338, the waiver of application of liquidation preference waterfall as set out in memorandum and articles of association of the Company doesn’t require the consent of at least 51% of the voting power of the Series C Preferred Shares of the Company (on an as converted basis).

any amendment, alteration or repeal of any provision of the constitutional documents of any of the Group Companies in a manner that adversely changes or alters the existing voting or other powers, preferences or other special rights, privileges, benefits or restrictions of the Series C Preferred Shares (whether by merger, consolidation or otherwise); for the avoidance of doubt, issuance of any Equity Securities having rights, preferences or privileges senior to the Series C Preferred Shares for a consideration per share that is no lower than the subscription price of the Series C Preferred Shares shall not be deemed as the action that adversely changes or alters the existing voting or other powers, preferences or other special rights, privileges, benefits or restrictions of the Series C Preferred Shares.

Meetings of the Board.

Successor Indemnification.

Trustee Shareholders.

Amendment to Cooperation Documents.

Option to Purchase Domestic Companies.

[Reserved]

Insurance.

Disclosure of Investment Terms.

Non-Competition with the Group Company.

Full Time Commitment.

The Founder undertakes and covenants to the Investors that, commencing from the date of this Agreement until the second anniversary of a Qualified IPO (unless his earlier resignation is approved by the Board, including at least the affirmative votes of the one half (1/2) of the Key Investors’ Directors), he shall commit all of his efforts to furthering the business of the Group Companies and shall not, without the prior written consent of at least one-half (1/2) of the Key Investors’ Directors, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, (i) possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any entity other than a Group Company whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity, or (C) by contract or otherwise; or (ii) devote time to carry out or otherwise engage in the management or the business operation of any entity other than a Group Company.

Each Key Holder (other than the Founder) undertakes and covenants to the Investors that, commencing from the date of this Agreement until the first anniversary of a Qualified IPO (unless his or her earlier resignation is approved by the Board, including at least the affirmative votes of the one half (1/2) of the Key Investors’ Directors), he/she shall commit all of his/her efforts to furthering the business of the Group Companies and shall not, without the prior written consent of at least one-half (1/2) of the Key Investors’ Directors, either on his/her own account or through any of his/her Affiliates, or in conjunction with or on behalf of any other Person, (i) possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any entity other than a Group Company whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity, or (C) by contract or otherwise; or (ii) devote time to carry out or otherwise engage in the management or the business operation of any entity other than a Group Company.

Each Key Holder undertakes and covenants to the Investors that he/she shall comply with the policies, standards, rules and regulations of the Group Company, and any additions or amendments to such policies, standards, rules or regulations established by the Group Company from time to time.

Each Key Holder further agrees that he/she shall, while performing services for the Group Company: (i) exercise due care as would a good administrator or manager and be faithful and diligent in performing his/her services to the Group Company; (ii) except for the business needs of the Group Company, as expressly authorized by the Company, not unilaterally act on behalf of or in the name of the Group Company; and (iii) hold in confidence and not disclose to others any information relating to his/her compensation, except for the disclosure to his/her Immediate Family Members..

Each Key Holder further agrees that, other than is necessary to fulfill his/her responsibilities to any Group Company, such Key Holder shall not remove or have removed from the Company or an Affiliate of the Company’s premises any

Without requesting additional compensation from the Company and/or the relevant Affiliate of the Company, Each Key Holder further agrees to sign and execute all documents and other papers and otherwise fully cooperate with the Company and the affiliates of the Company to carry out the intent of Section 7.10 and Section 7.11.

Except as disclosed to the Company and the Founder prior to the Closing, each of the other Key Holders (except the Founder) shall not, in any manner directly or indirectly, engage in any other business activities, whether such engagement is as a partner, investor, consultant, adviser, agent, employee or otherwise, without the prior written consent of the Founder, or (i) ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to purchase any shares purchased and owned by such Key Holder under the Call Option Agreement entered into by ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) and such Key Holder without payment of any consideration or at nominal consideration, (ii) the Company shall be entitled to redeem all the Preferred Shares held directly or indirectly by such Key Holder at such time at the per share price of Original Preferred Issue Price and all the other Ordinary Shares, options and equity securities of the Company held directly or indirectly by such Key Holders at such time without payment of any consideration.

[Reserved]

Compliance with Anti-corruption Law.

Each of the Group Companies covenants that it shall not, and shall not permit any of its Subsidiaries or Affiliates or any of its or their respective directors, administrators, officers, managers, board of directors (supervisory and management) members, employees, independent contractors, representatives or agents to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any non-U.S. official, in each case, in violation of the Anti-Corruption Laws. The Company further covenants that it shall, and shall cause each of its Subsidiaries and Affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Company, its Subsidiaries or Affiliates, or any of its or their respective directors, administrators, officers, managers, board of directors (supervisory and management) members, employees, independent contractors, representatives or agents in violation of the Anti-Corruption Laws. The Company further covenants that it shall, and shall cause each of its Subsidiaries and Affiliates to maintain, immediately upon the execution of this Agreement, books and records that describe

Each of the Group Companies covenants that it shall, to the extent commercially practicable, use its best effort to integrate the third party (including, but not limited to, distributors, agents, marketing vendors and business partners) engagement and management into its compliance program, conducting pre-engagement compliance review, delivering anti-corruption policies and arranging the FCPA and anti-corruption trainings.

Each of the Group Companies covenants that it shall, to the extent commercially practicable, use its best effort to, and shall cause its Subsidiaries and Affiliates to use its best effort to, conduct, and shall keep the Investors informed for, post-closing review over the Domestic Companies’ existing engagements with the relevant third parties (including, but not limited to, distributors, agents, marketing vendors and business partners). Each of the Group Companies shall, to the extent commercially practicable, use its best effort to, and shall cause its Subsidiaries and Affiliates to use its best effort to, conduct, and shall keep the Investors informed for, a review on the list of relevant third parties (including but not limited to, distributors, agents, marketing vendors and business partners) used by the Domestic Companies, the corresponding services contracts and any documents/financial

Each of the Group Companies covenants that, to the extent commercially practicable, it shall, and will cause its Subsidiaries and Affiliates to, hold trainings at regular intervals on FCPA, the applicable Anti-Corruption Laws and the compliance policies, procedures and internal control mechanism adopted by the Group Companies. Each of the Group Companies covenants that, to the extent commercially practicable, it shall, and will cause its Subsidiaries and Affiliates to, procure the relevant directors, employees, consultants and other representatives of the Group Companies to attend trainings.

Each of the Group Companies covenants that it shall, and will cause its Subsidiaries and Affiliates to, immediately report knowledge or suspicion to the Investors, if the Group Companies or any of its Subsidiaries or Affiliates becomes aware, or has reason to suspect, that any person or entity acting on behalf of the Group Companies or its Subsidiaries/Affiliates has violates materially the Anti-Corruption Laws.

Compliance with Anti-Money Laundering Laws.

Management Incentive.

(i) Immediately prior to the closing of a Qualified Financing, or (ii) in the event that the Company has already completed an initial public offering, immediately after the day when the valuation of the Company is no less than US$2,472,850,866 based on the closing sales prices of Company’s public traded Shares on the relevant stock exchanges, whichever is earlier, the Company may reserve certain number of additional shares for issuance pursuant to the ESOP (the “New ESOP”) of the Company that accounts for 5% of the share capital of the Company immediately after such reservation on an as converted and fully diluted basis and the Investors shall vote in favor of the adoption of the New ESOP when any of the abovementioned condition has been satisfied.

The grant of options under the New ESOP shall be approved by the Board (including the approval of at least one half (1/2) of the Key Investors’ Directors) or approved by a mechanism stipulated by applicable Laws, regulations and rules in the event that the Company has completed an initial public offering. Subject to aforementioned approval requirements, the Company may grant a certain number of options under the New ESOP to the Founder.

Qualified IPO.

MISCELLANEOUS.

Governing Law.

Counterparts.

Headings and Subheadings.

Notices.

Costs of Enforcement.

Amendments and Waivers.

Severability.

Aggregation of Shares.

Entire Agreement.

Precedence.

Legend.

Each certificate representing Shares of a Key Holder issued by the Company shall be endorsed with the following legend:

Each Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 8.11(a) above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement at the request of the Holder.

Dispute Resolution.

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.

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, who shall be qualified to practice Law in Hong Kong. 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.

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 8.12, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.12 shall prevail.

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.

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.

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.

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.

Delays or Omissions.

Conflict with Articles.

Holding Companies.

Independent Nature of Investors’ Obligations and Rights.

Restriction on the Use of “Sequoia” and Confidentiality.

Restriction on the Use of “GIC” and Confidentiality.

Restriction on the Use of “LAV” and Confidentiality.

SAFE Registration.

IPO Participation Right.

Preferred Shares held by Ordinary Shareholders and their Affiliates.

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The term “10% U.S. Investor” has the meaning ascribed to such term in Section 3.3(b)

The term “A Round Financing Investors”, “A+ Round Financing Investors”, or “B Round Financing Investors” or “C Round Financing Investors” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Additional Equity Securities” has the meaning set forth in the Articles.

The term “Additional Proposed Transfer Notice” has the meaning ascribed to such term in Section 6.2(c)(iv).

The term “Additional Transfer Share” has the meaning ascribed to such term in Section 6.2(b)(iv).

The term “Adherence Agreement” has the meaning ascribed to such term in Section 6.6(a).

The term “Affiliate” means, with respect to any individual, corporation, partnership, association, trust, or any other entity (in each case, a “Person”), any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person. Notwithstanding the foregoing, the parties acknowledge and agree that (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not be binding on, or restrict the activities of, any (i) Sequoia Entity outside of the Sequoia China Sector Group or (ii) entity primarily engaged in investment and trading in the secondary securities market. For purposes of the foregoing, the “Sequoia China Sector Group” means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused on companies located in, or with connections to, the People’s Republic of China.

The term “Affiliated Fund” shall mean an affiliated fund or entity of any Investor, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company.

The term “Agreement” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Anti-Corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended, the Criminal Law of the People’s Republic of China, as amended, the Anti-Unfair Competition Law of the People’s Republic of China, as amended, the Hong Kong Prevention of Bribery Ordinance (as amended), and any other applicable anti-corruption or anti-bribery laws or regulations.

The term “Articles” means the Company’s seventh Amended and Restated Memorandum and Articles of Association adopted on January 31, 2019, as amended from time to time.

The term “as-exercised” or any variation thereof with respect to the GIC Warrant means that, prior to the expiration of the Exercise Period of such GIC Warrant, the calculation should be made assuming the full exercise of the purchase right in relation to the Shares pursuant to the GIC Warrant (“Deemed Exercise”). For the avoidance of doubt, if GIC has not exercised the GIC Warrant upon the expiration of the Exercise Period, the Deemed Exercise shall elapse.

The term “Auditor” means the Person for the time being performing the duties of auditors of the Company.

The term “Axiom” means A5J Ltd.

The term “Beijing Subsidiary” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Board” or “Board of Directors” means the Company’s board of directors.

The term “Budget” has the meaning ascribed to such term in Section 3.1(d).

The term “Business Day” means any day, other than a Saturday, Sunday or other day on which the commercial banks in Beijing, Cayman Islands, Singapore and Hong Kong are authorized or required to be closed for the conduct of regular banking business.

The term “Captive Structure” has the meaning ascribed to such term in the Purchase Agreement.

The term “CFC” has the meaning ascribed to such term in Section 3.3(b).

The term “Circular 37” means the Circular on the Management of Offshore Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles issued by the State Administration of Foreign Exchange issued by SAFE on July 4, 2014, including any of its applicable implementing rules or regulations.

The term “Closing” has the meaning ascribed to it in Section 1.4(a) of the Purchase Agreement.

The term “CMBI” means Evergreen and CMBI Private Equity Series SPC on behalf of and for the account of Biotechnology Fund IV SP.

The term “Code” has the meaning ascribed to such term in Section 3.3(b).

The term “Company” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Company’s ROFR Exercise Period” has the meaning ascribed to such term in Section 6.2(c)(i).

The term “Confidential Information” means (i) all trade secrets, proprietary information, business plans and arrangements, customer lists, marketing materials, financial information, personnel information, survey, statistics, forecast and projections, and any other information of confidentiality nature belonging to the Group Companies and (iii) any information furnished by an Investor, including but not limited to any Investor’s names, trademarks, and logo.

The term “Control” means, with respect to any third party, shall have the meaning ascribed to it in Rule 405 under the Securities Act, and shall be deemed to exist for any Person (a) when such Person holds at least fifty percent (50%) of the outstanding voting securities of such third party and no other party owns a greater number of outstanding voting securities of such third party, (b) when such party has the power to control the composition of a majority of the board of directors of such third party, (c) when such party otherwise has the power and authority to direct the business, management and policies of such third party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, or (d) over other members of such party’s Immediate Family Members.

The term “Cooperation Documents” has the meaning ascribed to such term in the Purchase Agreement.

The term “Co-Sale Eligible Holder” has the meaning ascribed to such term in Section 6.3(a).

The term “Co-Sale Eligible Shares” has the meaning ascribed to such term in Section 6.3(a).

The term “Co-Sale Closing” has the meaning ascribed to such term in Section 6.3(c).

The term “Co-Sale Period” has the meaning ascribed to such term in Section 6.3(a).

The term “Co-Sale Pro Rata Portion” has the meaning ascribed to such term in Section 6.3(b).

The term “CTD” shall mean Crest Top Developments Limited.

The term “Deemed Liquidation Event” has the meaning ascribed to it in the Articles.

The term “Direct Competitor of the Company” has the meaning ascribed to such term in Section 6.1(c) (iii).

The term “Director” means a member of the Board.

The term “Disclosing Party” has the meaning ascribed to such term in Section 3.6(d).

The term “Domestic Company” or “Domestic Companies” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Eligible Holder” means any holder of no less than 400,000 Registrable Securities (as adjusted for any share splits, share dividends, recapitalizations or the like).

The term “Eligible Holders’ ROFR Exercise Period” has the meaning ascribed to such term in Section 6.2(b)(i).

The term “Equity Securities” means, with respect to a given Person, any share, share capital, registered capital, ownership interest, partnership interest, equity interest, joint venture or other ownership interest of such Person, or any option, warrant, or right to subscribe for, acquire or purchase any of the foregoing, or any other security or instrument convertible into or exercisable or exchangeable for any of the foregoing, or any equity appreciation, phantom equity, equity plan or similar right with respect to such Person, or any contract of any kind for the purchase or acquisition from such person of any of the foregoing, either directly or indirectly.

The term “Evergreen” shall mean EverGreen SeriesC Limited Partnership.

The term “Evergreen Director” has the meaning ascribed to such term in Section 5.1(b).

The term “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any comparable law of any other jurisdiction in which the Company’s Shares are subject to regulation.

The term “Exercise Period” has the meaning ascribed to such term in the GIC Warrant.

The term “FCPA” means Foreign Corrupt Practices Act of the United States of America, as amended from time to time.

The term “Financial Controller” means any person jointly appointed by the Board who shall have completed authority over all financial activities and compliance to the financial plan approved by the Board and who should provide report of significant financial transactions at the request of Investors or both of the Key Investors’ Directors.

The term “First Refusal Expiration Notice” has the meaning ascribed to such term in Section 6.2(f).

The term “Form F-3” means such form under the Securities Act as in effect on the date hereof (including Form S-3 or Form F-3, as appropriate) or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

The term “Founder” means ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生).

The term “Fully Exercising Holder” has the meaning ascribed to such term in Section 4.1(c).

The term “GIC” means Owap Investment Pte Ltd, together with its successors, transferees and permitted assigns.

The term “GIC Director” has the meaning ascribed to such term in Section 5.1(b).

The term “GIC Warrant” means has the meaning ascribed to such term in the Purchase Agreement.

The term “Group Companies” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Guangzhou Laboratories Subsidiary”, “Guangzhou Biotechnology Subsidiary” and “Guangzhou Equipment Subsidiary” have the meaning ascribed to such terms in the Preamble to this Agreement.

The term “HK Company” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “HKIAC” has the meaning ascribed to such term in Section 8.12(b).

The term “Holder” means, for purposes of Appendix B, any person owning or having the rights to acquire Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under Appendix B have been duly assigned in accordance with this Agreement.

The term “Holding Entity” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

The term “Immediate Family Member” means a child, stepchild, grandchild, parent, step-parent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a person referred to herein.

The term “Initiating Holders” has the meaning ascribed to such term in Section 2.2(a) of Appendix B.

The term “Investor” or “Investors” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Investor’s Designated Party” has the meaning ascribed to it in Section 6.6(b).

The term “Investors’ Directors” has the meaning ascribed to it in Section 5.1(b).

The term “IPO” means the Company’s first underwritten public offering of its Ordinary Shares and listing on an internationally-recognized securities exchange.

The term “Key Holder” or “Key Holders” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Key Investors’ Directors” means any Director appointed by an Investor holding no less than five percent (5%) of the total issued and outstanding Shares on an as converted and as-exercised basis.

The term “LAV” means LAV Biosciences Fund V, L.P., together with its successors, transferees and permitted assignees.

The term “Law” means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority.

The term “List of Transferees” has the meaning ascribed to it in Section 6.1(d)(i).

The term “Loss of Control” shall mean any termination of, unapproved amendment to or material breach of any contracts (including but not limited to the Cooperation Documents) among the Group Companies designed to provide the Company with control over, and the ability to consolidate the financial statements of, direct or indirect subsidiaries and/or controlled entities.

The term “LYFE” shall mean LYFE Capital Stone (Hong Kong) Limited.

The term “LYFE Director” has the meaning ascribed to such term in Section 5.1(b).

The term “LYFE II” shall mean LYFE Mount Whitney Limited.

The term “Majority Key Holders” shall mean the Key Holders that hold at least fifty percent (50%) of the issued and outstanding Ordinary Shares then held by all of the Key Holders.

The term “Majority Preferred Shares Holders” shall mean the holders of at least fifty percent (50%) of the then issued and outstanding Preferred Shares, voting together as a single class on an as-if-converted and as-exercised basis.

The term “Majority Series A Preferred Shares Holders” shall mean the holders of at least fifty percent (50%) of the then issued and outstanding Series A Preferred Shares, voting together as a single class on an as converted basis.

The term “Majority Series A+ Preferred Shares Holders” shall mean the holders of at least fifty percent (50%) of the then issued and outstanding Series A+ Preferred Shares, voting together as a single class on an as converted basis.

The term “Majority Series B Preferred Shares Holders” shall mean the holders of at least sixty-two percent (62%) of the then issued and outstanding Series B Preferred Shares, voting together as a single class on an as converted basis.

The term “Majority Series C Preferred Shares Holders” shall mean the holders of at least fifty-one percent (51%) of the then issued and outstanding Series C Preferred Shares, voting together as a single class on an as converted and as-exercised basis.

The term “New ESOP” has the meaning ascribed to such term in Section 7.15(a).

The term “NGS” has the meaning ascribed to such term in Section 6.1(c)(iii).

The term “NLVC” means Northern Light Venture Capital III, Ltd.

The term “NLVC Director” has the meaning ascribed to such term in Section 5.1(b).

The term “OFAC” has the meaning ascribed to such term in Section 7.13(a).

The term “Offer Notice” has the meaning ascribed to such term in Section 4.1(a).

The term “Observer” has the meaning ascribed to such term in Section 3.4(a).

The term “Offerees” has the meaning ascribed to such term in Section 4.1.

The term “on an as converted basis” shall mean assuming the conversion, exercise and exchange of all securities, directly or indirectly, convertible, exercisable or exchangeable into or for Ordinary Shares, including without limitation the Preferred Shares.

The term “Ordinary Directors” has the meaning ascribed to such term in Section 5.1(a).

The term “Ordinary Shares” means ordinary shares of the Company, par value US$0.0001 per share.

The term “Ordinary Shareholder” means the direct and/or indirect holder of any Ordinary Shares (other than Ordinary Shares converted from Preferred Shares), which for the avoidance of doubt include but not limited to the Key Holders, YIN Dong (尹东) and SI Peijing (斯佩静).

The term “Original Preferred Issue Price” has the meaning set forth in the Articles.

The term “Over-Purchasing Holder” as the meaning ascribed to such term in Section 6.2(b)(iv).

The term “Party” or “Parties” shall mean the parties to this Agreement, as set forth in the Preamble.

The term “Person” means any natural person, firm, partnership, association, corporation, company, trust, public body or government.

The term “PFIC” has the meaning ascribed to such term in Section 3.3(b).

The term “Pipelines” has the meaning ascribed to such term in Section 6.1(c)(iii).

The term “PRC” means the People’s Republic of China, which for purposes of this Agreement excludes Hong Kong, the Macau Special Administrative Region and Taiwan.

The term “PRC GAAP” means generally accepted accounting principles in effect in the People’s Republic of China from time to time

The term “Preferred Shares” means any and all preferred shares outstanding and to be issued by the Company, including but not limited to Series A Preferred Shares, Series A+ Preferred Shares, Series B Preferred Shares and Series C Preferred Shares.

The term “Preferred Shares Transferee” has the meaning ascribed to such term in Section 6.1(c)(i).

The term “Preferred Shares Transferor” has the meaning ascribed to such term in Section 6.1(c)(i).

The term “Prior Agreement” has the meaning ascribed to such term in Recitals.

The term “Pro Rata Share” has the meaning ascribed to such term in Section 4.1(b).

The term “Prohibited Transfer” has the meaning ascribed to such term in Section 6.5(c).

The term “Proposed Sale” has the meaning ascribed to such term in Section 6.1(c)(i).

The term “Proposed Transfer” has the meaning ascribed to such term in Section 6.2(a).

The term “Proposed Transfer Notice” has the meaning ascribed to such term in Section 6.2(a).

The term “Prospective Transferee” means any person to whom a Key Holder proposes to make a Proposed Transfer.

The term “Purchase Agreement” has the meaning ascribed to such term in Recitals.

The term “Purchasing Holders” as the meaning ascribed to such term in Section 6.2(b)(iv).

The term “Purchase Right” has the meaning ascribed to such term in Section 6.1(c)(ii).

The term “Purchase Right Exercise Period” has the meaning ascribed to such term in Section 6.1(c)(ii).

The term “Qualified Financing” shall mean equity financing of the Company occurring after the Closing but before January 1, 2023: (i) with the total number of the newly issued Equity Securities accounting for 8% of the share capital of the Company immediately after the closing of such Qualified Financing on an as converted and fully diluted basis; and (ii) with an implied pre-money valuation of the Company of an amount at least US$2,472,850,866.

The term “Qualified IPO” means the closing of a firm commitment underwritten initial public offering of the Ordinary Shares (or securities representing Ordinary Shares) on a Recognized Exchange which meets the following requirements (or otherwise waived by the Majority Series C Preferred Shares Holders): (i) such closing shall take place on or prior to the third (3^rd) anniversary of the date of the first sale and issuance of the Series C Preferred Shares, (ii) the pre-offering valuation of the Company shall be at least US$1,442,496,338; and (iii) the post-offering public float shall not be less than 10% of the total issued capital of the Company.

The term “Qualified Purchasers” has the meaning ascribed to such term in Section 6.1(c)(ii).

The term “Re-allotment Notice” has the meaning ascribed to such term in Section 6.2(b)(iv).

The term “Recognized Exchange” means the main board of the Stock Exchange of Hong Kong Limited, NASDAQ, New York Stock Exchange or another internationally recognized securities exchange agreed by the Company and the Majority Preferred Shares Holders .

The term “Remaining Transfer Share” as the meaning ascribed to such term in Section 6.2(b)(iv).

The term “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement which is in a form which complies with, and is declared effective by the SEC in accordance with, the Securities Act.

The term “Registrable Securities” means: (1) any Ordinary Shares of the Company issued or issuable pursuant to conversion of any Preferred Shares, (2) any Ordinary Shares of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preferred Shares, and (3) any other Ordinary Shares owned or hereafter acquired by the an Investor. Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under Appendix B are not assigned in accordance with this Agreement and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.

The term “Registrable Securities then Outstanding” means the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding or issuable upon conversion or exercise of any warrant, right or other security then outstanding.

The term “Registration Expenses” shall mean all expenses incurred by the Company in complying with Section 2, Section 3 and Section 4 of Appendix B, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable fees and disbursements of one (1) counsel for the Holders, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

The term “Related Party” has the meaning ascribed to such term in the Purchase Agreement.

The term “Request Notice” has the meaning ascribed to such term in Section 2.1 of Appendix B.

The term “Right of Co-Sale” means the right, but not an obligation, of each Investor to participate in a Proposed Transfer on the terms and conditions specified in the Proposed Transfer Notice.

The term “Right of First Refusal” has the meaning ascribed to such term in Section 6.2(b)(i).

The term “RMB” means Renminbi, the lawful currency of the People’s Republic of China.

The term “SAFE” means the State Administration of Foreign Exchange of the PRC.

The term “SAFE Circular 7” means the Notice of the State Administration of Foreign Exchange on the Relevant Issues Concerning the Administration of Foreign Exchange for Domestic Individuals’ Participation in Equity Incentive Programs of Overseas Listed Companies (《国家外汇管理局关于境内个人参与境外上市公司股权激励计划外汇管理有关问题的通知》 ).

The term “SAFE Rules and Regulations” means collectively, the Circular 37, SAFE Circular 7 and any other applicable SAFE rules and regulations, as amended

The term “Sale Notice” has the meaning ascribed to such term in Section 6.1(c)(i).

The term “Sanctions” has the meaning ascribed to such term in Section 7.13(a).

The term “SEC” means the United States Securities and Exchange Commission, or comparable regulatory authority in any other jurisdiction having oversight over the trading of the Company’s Shares.

The term “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act (or comparable law in a jurisdiction other than the United States).

The term “SEC Rule 144(k)” means Rule 144(k) promulgated by the SEC under the Securities Act (or comparable law in a jurisdiction other than the United States).

The term “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (or comparable law in a jurisdiction other than the United States).

The term “Security Holder” has the meaning ascribed to such term in Section 8.19.

The term “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to Section 2, Section 3 and Section 4 of Appendix B.

The term “Series A Closing” shall mean June 20, 2014.

The term “Series A Preferred Shares” has the meaning ascribed to such term in the Purchase Agreement.

The term “Series A+ Preferred Shares” has the meaning ascribed to such term in the Purchase Agreement.

The term “Series A+ Closing” shall mean August 27, 2015.

The term “Series B Preferred Shares” has the meaning ascribed to such term in the Purchase Agreement.

The term “Series C Preferred Shares” has the meaning ascribed to such term in the Purchase Agreement.

The term “Sequoia Director” has the meaning ascribed to such term in Section 5.1(b).

The term “Sequoia” shall mean SCC Venture VI Holdco, Ltd. and SCC Venture V Holdco I, Ltd.

The term “Shanghai Subsidiary” has the meaning ascribed to such term in the Preamble to this Agreement.

The term “Shareholder” shall mean any holder of the Company’s shares.

The term “Shares” means (i) Ordinary Shares (whether now outstanding or hereafter issued in any context), (ii) Ordinary Shares issued or issuable upon conversion of the Preferred Shares (iii) Ordinary Shares issued or issuable upon exercise or conversion, as

The term “Subsidiary” or “subsidiary” means, as of the relevant date of determination, with respect to any Person (the “subject entity”), (i) any Person: (1) more than 50% of whose shares or other interests entitled to vote in the election of directors or (2) more than a fifty percent (50%) interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with PRC GAAP, or (iii) any Person with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary. For the avoidance of doubt, the Subsidiaries of the Company shall include the Group Companies.

The term “Trade Sale” means (1) (A) any consolidation, amalgamation, scheme of arrangement or merger of a Group Company with or into any other Person or other reorganization in which the members or shareholders of such Group Company immediately prior to such consolidation, amalgamation, merger, scheme of arrangement or reorganization own less than a majority of such Group Company’s voting power in the aggregate immediately after such consolidation, merger, amalgamation, scheme of arrangement or reorganization, or (B) any transaction or series of related transactions to which a Group Company is a party in which fifty percent (50%) or more of such Group Company’s voting power or equity interest is transferred; or (2) a sale, transfer, lease or other disposition of all or substantially all of the assets or business of the Group Companies taken as a whole (or any series of related transactions resulting in such sale, transfer, lease or other disposition of all or substantially all of the assets of the Group Companies taken as a whole), including the exclusive licensing of all or substantially all of the Group Companies’ intellectual property to a third party.

The term “Transaction Documents” has the meaning ascribed to such term in the Purchase Agreement.

The term “Transaction Terms” has the meaning ascribed to such term in Section 3.6(a).

The term “Transfer” has the meaning ascribed to such term in Section 6.1(a).

The term “Transfer Notice” has the meaning ascribed to such term in Section 6.2(c)(iv).

The term “Transfer Shares” has the meaning ascribed to such term in Section 6.2(a).

The term “Transferred Preferred Shares” has the meaning ascribed to such term in Section 6.1(c)(i).

The term “Transferor” has the meaning ascribed to such term in Section 6.2(a).

The term “Unique” means Unique Invest Co., Ltd.

The term “United States Person” means any person described in Section 7701(a)(30) of the Code.

The term “Unsold Transfer Share” has the meaning ascribed to such term in Section 6.2(f).

The term “US$” means the United States dollar, the lawful currency of the United States of America.

The term “U.S. Investor” means (A) any Investor that is a United States Person and (B) any Investor, one or more of the owners of which are, or controlled by, United States Persons.

The term “Violation” has the meaning ascribed to such term in Section 8.1 of Appendix B.

The term “WFOE” has the meaning ascribed to such term in the Preamble to this Agreement.

Applicability of Rights; Non-U.S. Registrations.

The Holders (as defined in the Appendix A of this Agreement) shall be entitled to the following rights with respect to any potential public offering of the Company’s Ordinary Shares in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offering of Company securities in any other jurisdiction pursuant to which the Company undertakes to publicly offer or list such securities for trading on a recognized securities exchange.

For purposes of this Agreement and Appendix B, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Demand Registration.

Request by Holders.

Underwriting.

If the Holders initiating the registration request under this Section 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company.

Notwithstanding any other provision of this Section 2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated (i) first, to the Investors on a pro rata basis according to the number of Registrable Securities then outstanding held by each Investor requesting registration and (ii) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included

Maximum Number of Demand Registrations.

Deferral.

Piggyback Registrations.

The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2 or Section 3 of this Agreement or to any employee benefit plan or a corporate reorganization) and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless

Underwriting.

If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.

Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each of the Investors requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Investor, third, to the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder and fourth, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below thirty percent (30%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s),

Not Demand Registration.

Form F-3 Registration.

Notice.

Registration.

if Form F-3 is not available for such offering by the Holders;

if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$500,000;

if the Company shall furnish to the Holders a certificate signed by the president or chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 4; provided that the Company shall not register any of its other shares during such sixty (60) day period.

if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Sections 2.2 and 3.2; or

in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Not a Demand Registration.

Underwriting.

Expenses.

Obligations of the Company.

Registration Statement.

Amendments and Supplements.

Prospectuses.

Blue Sky.

Underwriting.

Notification.

Opinion and Comfort Letter.

Furnish Information.

Indemnification.

By the Company.

any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any United States federal or state securities law in connection with the offering covered by such registration statement;

By Selling Holders.

Notice.

Contribution.

Survival.

No Registration Rights to Third Parties.

Rule 144 Reporting.

Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3.

Market Stand-Off.

Founder

▇▇▇ ▇▇▇▇▇▇▇ (汉雨生)

Management Shareholder

▇▇▇▇ ▇▇▇▇▇ (邵量)

▇▇▇▇ ▇▇▇ (周丹)

CHUAI Shaokun (揣少坤)

▇▇ ▇▇▇▇▇▇▇ (吴志刚)

Shareholder

YIN Dong (尹东)

SI Peijing (斯佩静)

Investor

Northern Light Venture Capital III, Ltd.

Crest Top Developments Limited

BRT Bio Tech Limited

Total

Investor

LYFE Capital Stone (Hong Kong) Limited

SCC Venture V Holdco I, Ltd.

Crest Top Developments Limited

Anssence Investments Limited

BRT Bio Tech Limited

Total

Investor

SCC Venture VI Holdco, Ltd.

SCC Venture V Holdco I, Ltd.

LYFE Capital Stone (Hong Kong) Limited

Crest Top Developments Limited

Anssence Investments Limited

EverGreen SeriesC Limited Partnership

BRT Bio Tech Limited

Total

Investor

Owap Investment Pte Ltd

Owap Investment Pte Ltd (assuming the GIC Warrant has been exercised)

EverGreen SeriesC Limited Partnership

CMBI Private Equity Series SPC on behalf of and for the account of Biotechnology Fund IV SP

LAV Biosciences Fund V, L.P.

SCC Venture VI Holdco, Ltd.

LYFE Capital Stone (Hong Kong) Limited

LYFE Mount Whitney Limited

A5J Ltd

Unique Invest Co., Ltd

BRT Bio Tech Limited

Total

If to the Group Companies:

If to the Founder/Holding Entity:

If to the Management Shareholders:

If to C Round Financing Investors:

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If to B Round Financing Investors:

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If to A+ Round Financing Investors:

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