SECOND SERIES B PREFERRED SHARE PURCHASE 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) Biotechnology Co., Ltd. (燃石（北京）生物科技有限公司), a company duly incorporated and validly existing under the Laws of the PRC (the “Beijing Subsidiary”);

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

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

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

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 Schedule I-B attached hereto (each such individual, “Management Shareholder” and, collectively, the “Management Shareholders”, and together with the Founders and the Holding Entity, the “Key Holders” and each a “Key Holder”); and

EverGreen SeriesC Limited Partnership, an exempted limited partnership registered in the Cayman Islands (the “Investor”).

PURCHASE AND SALE OF SERIES B PREFERRED SHARES.

Sale and Issuance of the Shares.

Closing.

Closing. Subject to the fulfillment of the conditions set forth in Section 2 and Section 3 below (other than conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions), the consummation of the sale of the Series B Preferred Shares (the “Closing”) shall

Delivery by the Company at Closing. Provided that the Closing shall take place no later than ten (10) Business Days following the satisfaction or waiver of the applicable conditions with respect to the Closing by the Investor set forth in Section 2 and Section 3 below. At the Closing, in addition to any items the delivery of which is made an express condition to the Investor’s obligations at the Closing pursuant to Section 2 below, the Company shall deliver to each Investor:

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

the updated register of directors of each of the Company, certified by the registered agent of the Company, evidencing the appointment of the director as contemplated by Section 2.16 hereof; and

the copy of the duly executed and sealed certificate or certificates issued in the name of the Investor representing the Series B Preferred Shares being purchased by the Investor at the Closing.

Payment by the Investor. No later than ten (10) Business Days upon the Closing, the Investor shall deposit the Purchase Price by wire transfer of immediately available U.S. dollar funds into the Closing Account.

Closing Account. Except as provided otherwise herein, payment of the Purchase Price by the Investor to the Company shall be made by remittance of immediately available funds to a bank account designated by the Company acceptable to the Investor (the “Closing Account”).

CONDITIONS TO THE OBLIGATIONS OF THE INVESTOR AT CLOSING.

Representations and Warranties.

Performance.

Authorizations.

Proceedings and Documents.

No Material Adverse Effect.

Due Diligence.

Investment Committee Approval.

Corporate Approval and Documents.

Constitutive Documents.

Amended and Restated Memorandum and Articles.

Amended and Restated Shareholders’ Agreement.

Indemnification Agreement.

Employment Agreements.

Confidential Information Agreements.

Compliance Certificate.

Board of Directors.

Board Observer.

Issuance of the Series B Preferred Shares

Convertible Promissory Note

Opinion of Cayman Counsel.

CONDITIONS OF THE OBLIGATIONS OF THE COMPANY AT CLOSING.

Representations and Warranties.

Performance.

Qualifications.

Restated Shareholders’ Agreement.

REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS.

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

UNDERTAKINGS.

Access.

Ordinary Course of Business.

Option Plan.

Immediately prior to the Closing, subject to additional reservation as contemplated under Section 6.14(f) below, the Company shall have adopted an employee share incentive plan for the issuances of up to 7,381,197 Ordinary Shares for issuance to officers, directors, employees and consultants of the Company (the “Option Plan”); provided, however, that the terms of the Option Plan shall be consistent with the terms of the Amended M&A and the Restated Shareholders’ Agreement, and shall be approved pursuant to Section 7.2 of the Restated Shareholders’ Agreement.

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

Exclusivity.

Use of Proceeds.

Notice of Certain Events.

Compliance.

Filing of Amended M&A.

SAFE Registration Amendment.

Capital Increase Agreement

Trustee Shareholders in Beijing Subsidiary.

Amendment of Articles of Association of Beijing Subsidiary.

Licenses and Permits.

Performance Commitment.

Each of the Parties hereby acknowledges, confirms and agrees that, the pre-money valuation of the Company on a fully-diluted and as-converted basis (the “Pre-Money Valuation”) applied for the subscription of the Series B Preferred Shares contemplated hereunder at the Closing, which is RMB1,600,000,000 in equivalent US Dollars (the “Initial Pre-Money Valuation”), is based on the following performance projections of the Group Companies: (i) the audited sales revenue of the Group Companies’ primary business on a consolidated basis of the fiscal year of 2017 of the Company (commencing from January 1, 2017 till December 31, 2017) prepared in accordance with the PRC GAAP and audited and certified by an accounting firm acceptable to the Investor (the “Qualified Auditor”, and such audited sales revenue, the “Sales Revenue of 2017”) would be no less than RMB160,000,000 (the “Qualified Sales Revenue”), and (ii) the net loss of the Group Companies on a consolidated basis of the fiscal year of 2017 of the Company (commencing from January 1, 2017 till December 31, 2017) prepared in accordance with the PRC GAAP and audited and certified by the Qualified Auditor (the “Net Loss of 2017”) would be no more than RMB50,000,000 (the “Qualified Net Loss”). The Warrantors shall cause the Qualified Auditor to provide the Sales Revenue of 2017 and the Net Loss of 2017 in reasonable details to the Investor no later than March 31, 2018. For the avoidance of doubt, any reasonable fees, costs and expenses incurred by the Company in connection with the transactions as contemplated under any employee share incentive plan of the Company (including but not limited to the Option Plan) shall not be calculated as the Net Loss of 2017.

If the Sales Revenue of 2017 is less than the Qualified Sales Revenue (such Sales Revenue of 2017, the “Non-Qualified Sales Revenue”), the Pre-Money Valuation shall be immediately adjusted to according to the following formula:

If the Net Loss of 2017 is more than the Qualified Net Loss (such Net Loss of 2017, the “Non-Qualified Net Loss”, and the difference between the Non-Qualified Net Loss and the Qualified Net Loss, the “Net Loss Difference”), the holders of at least fifty percent (50%) of the then issued and outstanding Series B Preferred Shares (including Sequoia and LYFE as long as they hold any Series B Preferred Share) is entitled to request the Pre-Money Valuation to be immediately adjusted according to the following formula by serving a written notice upon the Company:

For avoidance of doubt, the Sales Revenue Adjustment and the Net Loss Adjustment set forth in Section 6.14(b) and Section 6.14(c) above are cumulative with each other, and not in lieu thereof. Therefore, in the event of occurrence of the Sales Revenue Adjustment and/or the Net Loss Adjustment, the Pre-Money Valuation shall be immediately adjusted according to the following formula:

In the event of occurrence of the Sales Revenue Adjustment and/or the Net Loss Adjustment, the Investor is entitled to request the Company to issue additional new Series B Preferred Shares at nil consideration such that after the new issuance the total number of Series B Preferred Shares held by the Investor is adjusted according to the following formula:

If (i) the Sales Revenue of 2017 is no less than RMB190,000,000, and (ii) the ratio of the Net Loss of 2017 to the Sales Revenue of 2017 is no more than the ratio of the Qualified Net Loss to the Qualified Sales Revenue, each of the Parties hereby agrees that, additional Ordinary Shares shall be reserved for issuance under the Option Plan and additional Ordinary Shares shall be issued to the Holding Entity at nil consideration, which results that (i) the shareholding percentage of the total Ordinary Shares reserved for issuance under the Option Plan in the Company on a fully-diluted and as-converted basis shall be increased by 0.5% immediately after the foregoing reservation and issuance; (ii) the shareholding percentage of the Holding Entity then in the Company on a fully-diluted and as-converted basis shall remain the same as that immediately prior to the foregoing reservation and issuance, and (iii) the shareholding percentage of the Preferred Shareholders (other than the Holding Entity) then in the Company on a fully-diluted and as-converted basis shall be diluted on a pro rata basis as a result of the foregoing reservation and issuance.

CURE OF BREACHES; INDEMNITY.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subject to the second paragraph of Section 7.1, in the event that an Indemnitee suffers an Indemnifiable Loss as provided in Section 7.1 or Section7.2 and the Group Companies are either unwilling or unable to fulfill their obligations under Section 7.1 or Section 7.2 to indemnify the Indemnitees for the full amount of such Indemnifiable Loss within sixty (60) days of receipt of written notice thereof from the Investor (the “Grace Period”), then the Key Holders, shall indemnify the Indemnitees such that the Indemnitees shall receive the full amount of such Indemnifiable Loss, provided that, to the extent such Indemnitees have recovered any Indemnifiable Loss from the Group Companies before the expiration of the Grace Period, the Key Holders shall not be obligated to indemnify the Indemnified Party with respect to such amount; provided, further, that the failure of any Group Company to pay any Indemnifiable Loss to such Indemnitees is not solely due to disapproval of such payment by the Investor or the director appointed by the Investor.

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

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

MISCELLANEOUS.

Survival of Warranties.

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 Investor, such approval not to be unreasonably withheld; and (ii) the transaction terms to its current shareholders, employees, bankers, lenders, accountants and legal counsels, in each case only where such persons or entities are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 8.2, or to any person or entity to which disclosure is approved in writing by the

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

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

Press Releases, Etc. No announcements regarding the Investor’s 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 Investor 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 Investor shall not be subject to the consent of the Company.

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

Transfer; Successors and Assigns.

Governing Law.

Counterparts; Facsimile.

Titles and Subtitles.

Notices.

No Finder’s Fees.

Fees and Expenses.

Attorney’s Fees.

Amendments and Waivers.

Severability.

Delays or Omissions.

Entire Agreement.

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. 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 8.15, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.15 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.

No Commitment for Additional Financing.

Rights Cumulative.

No Waiver.

No Presumption.

[Reserved].

Third Party Beneficiaries.

Termination of Agreement.

This Agreement may be terminated before the Closing as follows:

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

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

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

by the Investor or the Company if the Closing shall not have occurred on or before June 30^th, 2017.

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

/s/ ▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇ ▇▇▇▇▇▇▇

EverGreen Series C Limited Partnership

acting through CMB International Asset Management Limited 招銀國際資產管理有限公司 as its general partner

/s/ JIANG RONGFENG

Founder

PRC ID Card/Passport Number

▇▇▇ ▇▇▇▇▇▇▇ (汉雨生)

▇▇ ▇▇▇▇▇▇▇ (吴志刚)

Management Shareholder

PRC ID Card/Passport Number

▇▇▇▇ ▇▇▇▇▇ (邵量)

▇▇▇▇ ▇▇▇ (周丹)

YIN Dong (尹东)

ZHANG Xumou (张绪谋)

CHUAI Shaokun (揣少坤)

Shareholders

Shares

BRT Bio Tech Limited

Northern Light Venture Capital III, Ltd.

Crest Top Developments Limited

LYFE Capital Stone (Hong Kong) Limited

SCC Venture V Holdco I, Ltd.

Anssence Investments Limited

SCC Venture V Holdco I, Ltd.

SCC Venture VI Holdco, Ltd.

LYFE Capital Stone (Hong Kong) Limited

EverGreen SeriesC Limited Partnership

Crest Top Developments Limited

Anssence Investments Limited

Option Plan (reserved)

Total

Shareholders

Shares

BRT Bio Tech Limited

Northern Light Venture Capital III, Ltd.

Crest Top Developments Limited

LYFE Capital Stone (Hong Kong) Limited

SCC Venture V Holdco I, Ltd.

Anssence Investments Limited

SCC Venture V Holdco I, Ltd.

SCC Venture VI Holdco, Ltd.

LYFE Capital Stone (Hong Kong) Limited

EverGreen SeriesC Limited Partnership

Crest Top Developments Limited

Anssence Investments Limited

Option Plan (reserved)

Total

“Action” means any charge, claim, action, complaint, petition, investigation, appeal, suit, litigation, grievance, inquiry or other proceeding, whether administrative, civil, regulatory or criminal, whether at law or in equity, or otherwise under any applicable Law, and whether or not before any mediator, arbitrator or Governmental Authority.

“Adjusted Pre-Money Valuation” has the meaning ascribed to it in Section 6.14(d).

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person.

“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.

“Amended M&A” has the meaning ascribed to it in Section 2.10.

“Associate” means, with respect to any Person, (i) a corporation or organization (other than the Group Companies) of which such Person is an officer or partner or is, directly or indirectly, the record or beneficial owner of five (5) percent or more of any class of Equity Securities of such corporation or organization, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity, or (iii) any relative or spouse of such Person, or any relative of such spouse.

“Balance Sheet” has the meaning ascribed to it in Section 16 of Schedule IV.

“Beijing Subsidiary” has the meaning ascribed to it in the Preamble to this Agreement.

“Benefit Plan” means any employment Contract, deferred compensation Contract, bonus plan, incentive plan, profit sharing plan, retirement Contract or other employment compensation Contract or any other plan which provides or provided benefits for any past or present employee, officer, consultant, and/or director of a Person or with respect to which contributions are or have been made on account of any past or present employee, officer, consultant, and/or director of such a Person.

“Board” or “Board of Directors” means any of the Group Company’s Board of Directors, as the case may be.

“Breach” has the meaning ascribed to it in Section 7.1.

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

“Captive Structure” means the structure under which the WFOE Controls the Domestic Companies through the Cooperation Documents.

“CFC” means a controlled foreign corporation as defined in the Code.

“Charter Documents” means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

“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.

“Closing” has the meaning ascribed to it in Section 1.2(a).

“Closing Account” has the meaning ascribed to it in Section 1.2(d)

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning ascribed to it in the Preamble to this Agreement.

“Company IP” has the meaning ascribed to it in Section 12.1 of Schedule IV.

“Company Law” means the Companies Law (as amended) of the Cayman Islands.

“Consent” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority.

“Contract” means a contract, agreement, understanding, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person; the terms “Controlling” and “Controlled” (and their lower-case counterparts) have meanings correlative to the foregoing.

“Cooperation Documents” means the following set of contracts concluded by the relevant parties on June 20, 2014, July 1, 2016 and September 30, 2016 (as applicable): (a) the Exclusive Business Cooperation Agreement (《独家业务合作协议》) entered into by and between Beijing Subsidiary and the WFOE; (b) the Share Pledge Agreements (《股权质押协议》) entered into by and among Beijing Subsidiary, the shareholders of Beijing Subsidiary and the WFOE; (c) the Exclusive Option Agreements (《独家购买权合同》) entered into by and among Beijing Subsidiary, the shareholders of Beijing Subsidiary and the WFOE; and (d) the Power of Attorney (《授权委托协议》) entered into by and between the WFOE and the shareholders of Beijing Subsidiary.

“Conversion Shares” means Ordinary Shares issuable upon conversion of any Preferred Shares.

“Convertible Securities” means, with respect to any specified Person, securities convertible or exchangeable into any shares of any class of such specified Person, however described and whether voting or non-voting.

“Director” means the member of the Board of Directors.

“Disclosing Party” has the meaning ascribed to it in Section 8.2(c).

“Domestic Company” has the meaning ascribed to it in the Preamble to this Agreement.

“Employment Agreement” has the meaning ascribed to it in Section 2.13.

“Equity Securities” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

“Execution Date” shall mean the date of this Agreement.

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

“Financial Information” has the meaning ascribed to it in Section 16 of Schedule IV.

“Financial Statements” shall mean the consolidated balance sheet, income statement and statement of cash flows, prepared in accordance with US GAAP or other applicable general accounting principles and applied on a consistent basis throughout the periods indicated.

“Founder” has the meaning ascribed to it in the Preamble to this Agreement.

“Governmental Authority” means the government of any nation, province, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, regulation or compliance, and any corporation or other entity owned or controlled, through share or capital ownership or otherwise, by any of the foregoing.

“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Grace Period” has the meaning ascribed to it in Section 7.3.

“Group Companies” means the Company, the WFOE, the Domestic Companies, the HK Company, any other direct or indirect Subsidiary of any Group Company, and any other entity whose Financial Statements are intended to be consolidated with those of the Company and are recorded on the books of the Company for financial reporting purposes collectively, and the “Group Company” means any one of them.

“Guangzhou Laboratories Subsidiary” has the meaning ascribed to it in the Preamble to this Agreement.

“Guangzhou Equipment Subsidiary” has the meaning ascribed to it in the Preamble to this Agreement.

“HK Company” has the meaning ascribed to it in the Preamble to this Agreement.

“HKIAC” has the meaning ascribed to it in Section 8.15(b).

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

“Indemnifiable Loss” has the meaning ascribed to it in Section 7.1.

“Indemnification Agreement” means agreement in the form of Exhibit C attached to this Agreement.

“Indemnitee” has the meaning ascribed to it in Section 7.1.

“Initial Pre-Money Valuation” has the meaning ascribed to it in Section 6.14(a).

“Intellectual Property” means any and all (i) patents, patent rights and applications therefor and reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, mask works and registrations and applications therefor, author’s rights and works of authorship (including artwork, software, computer programs, source code, object code and executable code, firmware, development tools, files, records and data, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other intellectual property, (vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor, and (vii) the goodwill symbolized or represented by the foregoing.

“Key Employee” means each of the Persons listed in Schedule III.

“Key Holder” has the meaning ascribed to it in the Preamble to this Agreement.

“Knowledge” including the phrase “to the Warrantors’ knowledge” shall mean the actual knowledge after reasonable investigation of the Key Employees and the Founders.

“Law” or “Laws” 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.

“Lease” has the meaning ascribed to it in Section 11.2 of Schedule IV.

“Licenses” means, collectively, (a) all licenses, sublicenses, and other Contracts to which any Group Company is a party and pursuant to which any third party is authorized to use, exercise or receive any benefit from any material Company IP, and (b) all licenses, sublicenses and other Contracts to which any Group Company is a party and pursuant to which such Group Company is authorized to use, exercise, or receive any benefit from any material Intellectual Property of another Person, in each case except for (i) agreements involving “off-the-shelf” commercially available software, and (ii) non-exclusive licenses to customers of the Business in the ordinary course of business consistent with past practice..

“Lien” means any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation (whether on voting, sale, transfer, disposition or otherwise), whether imposed by Contract, understanding, law, equity or otherwise.

“LYFE” means LYFE Capital Stone (Hong Kong) Limited.

“Management Shareholders” has the meaning ascribed to it in the Preamble to this Agreement.

“Material Agreements” has the meaning ascribed to it in Section 13.1 of Schedule IV.

“Material Adverse Effect” means any (i) event, occurrence, fact, condition, change or development that has had, has, or could reasonably be expected to have, individually or together with other events, occurrences, facts, conditions, changes or developments, a material adverse effect on the business, properties, assets, employees, operations, results of operations, condition (financial or otherwise), prospects, assets or liabilities of the Group Companies taken as a whole, (ii) material impairment of the ability of any Party (other than the Investor) to perform the material obligations of such party under any Transaction Documents, or (iii) material impairment of the validity or enforceability of this Agreement or any other Transaction Document against any Party hereto or thereto (other than the Investor).

“MOFCOM” means the Ministry of Commerce of the PRC or, with respect to any matter to be submitted for examination and approval by the Ministry of Commerce, any Governmental Authority which is similarly competent to examine and approve such matter under the laws of the PRC.

“Net Loss Adjustment” has the meaning ascribed to it in Section 6.14(c).

“Net Loss Difference” has the meaning ascribed to it in Section 6.14(c).

“Net Loss of 2017” has the meaning ascribed to it in Section 6.14(a).

“Non-Qualified Net Loss” has the meaning ascribed to it in Section 6.14(c).

“Non-Qualified Sales Revenue” has the meaning ascribed to it in Section 6.14(b).

“OFAC” has the meaning ascribed to it in Section 20.1 of Schedule IV.

“OFAC Sanctioned Person” has the meaning ascribed to it in Section 20.1 of Schedule IV.

“OFAC Sanctions” has the meaning ascribed to it in Section 20.1 of Schedule IV.

“Option Plan” has the meaning ascribed to it in Section 6.3(a).

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

“Ordinary Shares” means the Company’s ordinary shares, par value US$0.0001 per share.

“Ordinary Shareholders” means the shareholders who hold Ordinary Shares of the Company.

“Permitted Liens” means (i) the Liens for Taxes not yet delinquent or the validity of which are being contested in good faith and for which there are adequate reserves on the applicable financial statements, and (ii) the Liens incurred in the ordinary course of business, which (a) do not individually or in the aggregate materially detract from the value, use, or transferability of the assets that are subject to such Liens, and (b) were not incurred in connection with the borrowing of money.

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“PFIC” means a passive foreign investment company as defined in the Code.

“PRC” means the Peoples’ Republic of China, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

“PRC GAAP” means generally accepted accounting principles in effect in the PRC from time to time.

“Pre-Money Valuation” has the meaning ascribed to it in Section 6.14(a).

“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 and Series B Preferred Shares.

“Preferred Shareholders” means the shareholders who hold Preferred Shares of the Company.

“Public Official” means an employee of a Governmental Authority, a member of a political party, a political candidate, an officer of a public international organization, or an officer or employee of a state-owned enterprise, including a PRC state-owned enterprise.

“Public Software” means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (A) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community Source License (SCSL), (F) the Sun Industry Standards License (SISL), (G) the BSD License, and (H) the Apache License.

“Purchase Price” has the meaning ascribed to it in Section 1.1.

“Qualified Auditor” has the meaning ascribed to it in Section 6.14(a).

“Qualified Net Loss” has the meaning ascribed to it in Section 6.14(a).

“Qualified Sales Revenue” has the meaning ascribed to it in Section 6.14(a).

“Related Party” has the meaning ascribed to it in Section 14.4 of Schedule IV.

“Required Governmental Consents” has the meaning ascribed to it in Section 8.3 of Schedule IV.

“Share Restriction Agreement” means the agreement entered into among the Company, the Holding Entity, the beneficial owner of Ordinary Shares and the Investor and certain other parties thereto dated as of January 10, 2017.

“RMB” means the Renminbi, the lawful currency of the PRC.

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

“SAIC” means the State Administration of Industry and Commerce of the PRC or, with respect to the issuance of any business license or filing or registration to be effected by or with the State Administration of Industry and Commerce, any Governmental Authority which is similarly competent to issue such business license or accept such filing or registration under the laws of the PRC.

“Sales Revenue Adjustment” has the meaning ascribed to it in Section 6.14(b).

“Sales Revenue of 2017” has the meaning ascribed to it in Section 6.14(a).

“SDN List” has the meaning ascribed to it in Section 20.1 of Schedule IV.

“Secretary” has the meaning ascribed to it in Section 20.1 of Schedule IV.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (or comparable Laws in jurisdictions other than the United States).

“SEQUOIA” means SCC Venture V Holdco I, Ltd. and SCC Venture VI Holdco, Ltd..

“Series A Preferred Shares” has the meaning specified in Section 2.1(b) of Schedule IV.

“Series A+ Preferred Shares” has the meaning specified in Section 2.1(c) of Schedule IV.

“Series B Preferred Shares” has the meaning ascribed to it in Section 1.1.

“Shanghai Subsidiary” has the meaning ascribed to it in the Preamble to this Agreement.

“Statement Date” has the meaning ascribed to it in Section 16 of Schedule V.

“Subsidiary” or “subsidiary” means, as of the relevant date of determination, with respect to any Person (the “subject entity”), (i) any Person (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or (y) more than a 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 International Financial Reporting Standards or US 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.

“Termination Date” has the meaning ascribed to it in Section 8.22(b).

“Transaction Documents” means this Agreement, the Amended M&A, the Restated Shareholders’ Agreement, the Indemnification Agreement, the Convertible Debt Documents and any other agreements, instruments or documents entered into in connection with this Agreement.

“Transaction Terms” has the meaning ascribed to it in Section 8.2(a).

“US GAAP” means generally accepted accounting principles in effect in the United States of America from time to time.

“United States Person” has the meaning ascribed to such term is Section 20.1(c) of Schedule IV.

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

“Warrantors” means each of the Group Companies, the Key Holders, and “Warrantor” means any one of them.

“WFOE” has the meaning ascribed to it in the Preamble to this Agreement.

Name

Title

Organization, Good Standing, Corporate Power and Qualification.

Capitalization.

Company. Immediately prior to the Closing, the Company is authorized to issue up to a maximum of 500,000,000 shares, consisting of the following as further set forth in the capitalization table attached hereto as Schedule I-D:

Ordinary Shares. A total of 407,730,954 authorized Ordinary Shares, par value US$0.0001 per share of the Company (each an “Ordinary Share”), of which 44,759,845 shares are issued and outstanding, including 7,381,197 shares are reserved for the Option Plan, among which 6,277,568 have been granted, and 1,103,629 currently remain outstanding;

Series A Preferred Shares. A total of 45,429,741 authorized Series A Preferred Shares, par value of US$0.0001 (“Series A Preferred Shares”, and each a “Series A Preferred Share”), all of which are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Shares are as stated in the Amended M&A as provided by the Company Law.

Series A+ Preferred Shares. A total of 21,460,872 Series A+ Preferred Shares, par value of US$0.0001 (“Series A+ Preferred Shares, and each a “Series A+ Preferred Share”), all of which are issued and outstanding. The rights, privileges and preferences of the Series A+ Preferred Shares are as stated in the Amended M&A as provided by the Company Law.

Series B Preferred Shares. A total of 25,378,433 Series B Preferred Shares, 22,166,735 of which are issued and outstanding, and 3,211,698 of which has not been issued.

Options and Reserved Shares. The Company has reserved 92,269,046 Ordinary Shares for the conversion of Preferred Shares and 7,381,197 Ordinary Shares for the Option Plan. Except for the conversion privileges of the Preferred Shares and the Option Plan or as provided in this Agreement or other Transaction Documents, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the Company. Except as noted in this Section 2.1 and the rights provided in the Shareholders Agreement and the Share Restriction Agreement, no Equity Securities of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person).

Outstanding Security Holders. A complete and current list of all outstanding shareholders, option holders and other Equity Securities holders of the Company as of the date hereof and immediately prior to the Closing is set forth in Section 2.1(f) of the Disclosure Schedule, indicating the type and number of shares, options or other Equity Securities held by each such shareholder, option holder or other Equity Security holder.

HK Company. The authorized share capital of the HK Company is and immediately prior to and following the Closing shall be HK$1, divided into 1 share of HK$1 each, all of which are issued and outstanding and held by the Company.

WFOE and Domestic Companies. The registered capital of each of the WFOE and the Domestic Companies on the date hereof and immediately prior to the Closing is set forth opposite its name on Section 2.3 of the Disclosure Schedule, together with an accurate list of the record and beneficial owners of such registered capital.

No Other Securities. Except for (a) the conversion privileges of the Series B Preferred Share to be issued under this Agreement, the Series A Preferred Shares and the Series A+ Preferred Shares, (b) the rights provided in the Amended M&A and the Shareholders’ Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Ordinary Share, Series A Preferred Shares, Series A+ Preferred Shares or Series B Preferred Share, or any securities convertible into or exchangeable for Ordinary Share, Series A Preferred Shares, Series A+ Preferred Shares or Series B Preferred Share. All of the Company’s issued and outstanding Ordinary Shares and all the Company’s underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the SEC under the Securities Act.

Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable Laws, preemptive rights of any Person, and applicable Contracts. All share capital or registered capital, as the case may be, of each Group Company have been duly and validly issued and fully paid (or subscribed for), is nonassessable, and is and as of the Closing shall be free of any and all Liens (except for any restrictions on transfer under the Cooperation Documents and the ancillary agreements and applicable Laws). Except as contemplated under the Transaction Documents, there are no (a) resolutions pending to increase the share capital or registered capital of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company, nor has any distress, execution or other process been levied against any Group Company, (b) dividends which have accrued or been declared but are unpaid by any Group Company, or (c) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any Group Company. All dividends (if any) or distributions (if any) declared, made or paid by each Group Company, and all repurchases and redemptions of Equity Securities of each Group Company (if any), have been declared, made, paid, repurchased or redeemed, as applicable, in accordance with its Charter Documents and all applicable Laws. Each Group Company is the sole record and beneficial holder of all of the Equity Securities set forth opposite its name on Section 2.1(e) of the Disclosure Schedule, free and clear of all Liens of any kind other than those arising under applicable Law.

Corporate Structure; Subsidiaries.

Authorization.

Valid Issuance of Shares.

The Series B Preferred Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on

All presently outstanding shares of the Company were duly and validly issued, fully paid and non-assessable, and are free and clear of any liens and free of restrictions on transfer (except for any restrictions on transfer under applicable securities laws) and have been issued in compliance in all material respects with the requirements of all applicable securities laws and regulations, including, to the extent applicable, the Securities Act.

Governmental Consents and Filings.

Offering.

Compliance with Laws.

Except as set forth in Section 8.1 of the Disclosure Schedule, each Group Company is in material compliance with all applicable laws applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets or properties.

Except as set forth in Section 8.2 of the Disclosure Schedule, no event has occurred and no circumstance exists that to the Warrantors’ knowledge (i) may constitute or result in a violation by any Group Company, or a failure on the part of any Group Company to comply with any law, or (ii) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, except for such violations or failures by a Group Company that, individually or in the aggregate, would not result in any Material Adverse Effect.

All the Consents from or with the relevant Governmental Authority required in respect of the due and proper establishment and operations of each Group Company as now conducted, including but not limited to the Consents from or with MOFCOM, SAIC, SAFE, any Tax bureau, customs authorities, product registration authorities, and health regulatory authorities and the local counterpart thereof, as applicable (or any predecessors thereof, as applicable) (collectively, the “Required Governmental Consents”), have been duly obtained or completed in accordance with all applicable Laws. Section 8.3 of the Disclosure Schedule is a complete list of such Required Governmental Consents, together with the name of the entity issuing each such Required Governmental Consent.

No Group Company has received any written notice from any Governmental Authority regarding (i) any actual, alleged or likely material violation of, or material failure to comply with, any law, or (ii) any actual, alleged or likely material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

No Group Company, nor any director, agent, employee or any other person acting for or on behalf of any Group Company, has directly or indirectly (i) made any contribution, gift, bribe, payoff, influence payment, kickback, or any other fraudulent payment in any form, whether in money, property, or services to any Public Official or otherwise (A) to obtain favorable treatment in securing business for a Group Company, (B) to pay for favorable treatment for business secured, or (C) to obtain special concessions or for special concessions already obtained, for or in respect of any Group Company, in each case which would have been in violation of any applicable law or (ii) established or maintained any fund or assets in which any Group Company shall have proprietary rights that have not been recorded in the books and records of a Group Company.

During the previous five (5) years, the Key Holders have not been (i) subject to voluntary or involuntary petition under any applicable bankruptcy laws or any applicable insolvency law or the appointment of a manager, receiver, or similar officer by a court for his business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offences); (iii) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by any regulatory organization to have violated any applicable securities, commodities or unfair trade practices law whatsoever, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

Compliance with Other Instruments.

The Group Companies and the Key Holders are not in violation or default (i) of any provisions of its Memorandum of Association (if any), Articles of Association or any other applicable constitutional document, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) of any provision of statute, rule or regulation applicable to such Group Company, the violation of which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of any Group Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to any Group Company, which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except as disclosed in Section 9.2 of the Disclosure Schedule, there are no penalties and fines of whatsoever nature that has ever been imposed on the any of the Group Company.

Corporate Documents.

Title; Properties.

Title; Personal Property. Each Group Company has good and valid title to all of its respective assets, whether tangible or intangible (including those reflected in the Financial Information, together with all assets acquired thereby since the incorporation of the Company, but excluding those that have been disposed of since the incorporation of the Company), in each case free and clear of all Liens, other than Permitted Liens. The foregoing assets collectively represent in all material respects all assets (including all rights and properties) necessary for the conduct of the business of each Group Company as presently conducted. Except for leased or licensed assets, no Person other than a Group Company owns any interest in any such assets. All leases of real or personal property to which a Group Company is a party are fully effective and afford the Group Company valid leasehold possession of the real or personal property that is the subject of the lease. All machinery, vehicles, equipment and other tangible personal property owned or leased by a Group Company are (a) in good condition and repair in all material respects (reasonable wear and tear excepted) and (b) not obsolete or in need in any material respect of renewal or replacement, except for renewal or replacement in the ordinary course of business. There are no facilities, services, assets or properties which are used in connection with the business of the Group and which are shared with any other Person that is not a Group Company.

Real Property. No Group Company owns or has legal or equitable title or other right or interest in any real property other than as held pursuant to Leases. Section 11.2 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 11.2 of the Disclosure Schedule are true and complete. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease in all material respects, including without limitation any Consent required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no material claim asserted or, to the Knowledge of the Warrantors, threatened by any Person regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance in all material respects with applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted.

Intellectual Property.

Company IP. Each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business as currently conducted by such Group Company (“Company IP”) without any known conflict with or known infringement of the rights of any other Person. Section 12.1 of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.

IP Ownership. All Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any material Company Owned IP. No material Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. Each Key Holder has assigned and transferred to a Group Company any and all of his/her Intellectual Property related to the Business. No Group Company has (i) transferred or assigned any material Company IP; (ii) authorized the joint ownership of, any material Company IP; or (iii) permitted the rights of any Group Company in any material Company IP to lapse or enter the public domain.

Infringement, Misappropriation and Claims. No Group Company has violated, infringed or misappropriated in any material respect any Intellectual Property of any other Person nor has any Group Company received any written notice alleging any of the foregoing. To the Knowledge of the Warrantors, no Person has violated, infringed or misappropriated any material Company IP of any Group Company, and no Group Company has given any written notice to any other Person alleging any of the foregoing. No Person has challenged the ownership or use of any material Company IP by a Group Company. No Group Company has agreed to indemnify any Person for any infringement, violation or misappropriation of any Intellectual Property by such Person.

Assignments and Prior IP. All material inventions and material know-how conceived by employees of a Group Company related to the business of such Group Company are currently owned exclusively by a Group Company. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Law. All employee inventors of Company Owned IP have received reasonable reward and remuneration from a Group Company for his/her service inventions or service technology achievements in accordance with the applicable PRC Laws. To the Knowledge of the Warrantors, it will not be necessary to utilize any Intellectual Property of any such Persons made prior to their employment by a Group Company, except for those that are exclusively owned by a Group Company, and none of such Intellectual Property has been utilized by any Group Company. To the Knowledge of the Warrantors, none of the employees, consultants or independent contractors, currently or previously employed or otherwise engaged by any Group Company, (a) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other Persons, including former employers, or (b) is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the business of such Group Company as presently conducted.

Licenses. Section 12.5 of the Disclosure Schedule contains a complete and accurate list of the Licenses. The Group Companies have paid all license and royalty fees required to be paid under the Licenses.

Protection of IP. Each Group Company has taken reasonable and appropriate steps to protect, maintain and safeguard material Company IP and made all applicable filings, registrations and payments of fees in connection with the foregoing. Without limiting the foregoing, all current and former officers, employees, consultants and independent contractors of any Group Company and all suppliers, customers, distributors, and other third parties having access to any material Company IP have executed and delivered to such Group Company an agreement requiring the protection of such Company IP. To the extent that any Company IP has been developed or created independently or jointly by an independent contractor or other third party for any Group Company, or is incorporated into any products or services of any Group Company, such Group Company has a written agreement with such independent contractor or third party and has thereby obtained ownership of, and is the exclusive owner of all such independent contractor’s or third party’s Intellectual Property in such work, material or invention by operation of law or valid assignment.

No Public Software. No Public Software forms part of any product or service provided by any Group Company or was or is used in connection with the development of any product or service provided by any Group Company or is incorporated into, in whole or in part, or has been distributed with, in whole or in part, any product or service provided by any Group Company. No Software included in any Company Owned IP has been or is being distributed, in whole or in part, or was used, or is being used in conjunction with any Public Software in a manner which would require that such Software be disclosed or distributed in source code form or made available at no charge.

Agreements.

Save for the agreements set out in Section 13.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$500,000 per annum or in excess of US$300,000 in the aggregate, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from the Founders or their Holding Entity to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company by all the other parties thereto. There are no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement.

Save as set out in Section 13.2 of the Disclosure Schedule, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 or US$50,000 in the aggregate, (ii) made any loans or advances to any person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Section 13.1 and Section 13.2 of this Schedule IV all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

Save as set out in Section 13.3 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Conflict of Interest and Related Party Transactions.

Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, (iii) the purchase of the Company’s share capital in accordance with applicable law, and the issuance of options to purchase the Company’s Ordinary Shares, and (iv) the transactions contemplated in the Transaction Documents, in each instance, disclosed in Section 14.1 of the Disclosure Schedule, there are no agreements, understandings or proposed transactions between any Group Company and any of its officers, directors, consultants or employees, or any Affiliate thereof, respectively.

No Group Company is indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses. None of the Group Companies’ directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) are, directly or indirectly, indebted to any Group Company or, (ii) to the Warrantors’ knowledge, have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which any Group Company has a business relationship, or any firm or corporation which competes with any Group Company except that directors, officers or employees or shareholders of the Company may own shares in (but not exceeding one percent (1%) of the outstanding shares of) publicly traded companies that may compete with any Group Company. To the Warrantors’ knowledge, none of the Group Companies’ employees or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any contract with any Group Company. None of the directors or officers, or any members of their immediate families, has any material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Group Companies’ five (5) largest business relationship partners, service providers, joint venture partners, licensees and competitors.

Except for the Group Companies and the entities set forth in Section 14.3 of Disclosure Schedule, there are no corporations, partnerships, trusts, joint ventures, limited liability companies or other business entities in which any Founder or his Holding Entity owns or controls, directly or indirectly, any voting interests, excluding the Founder’s or his Holding Entity’s one percent (1%) of the outstanding shares in publicly traded companies.

Except as disclosed in Section 14.4 of the Disclosure Schedule and contemplated under the Transaction Documents, no employee, officer, or director of any Group Company (“Related Party”) or member of such Related Party’s immediate family, or any corporation, limited liability company, partnership or other entity in which such Related Party is an officer, director or partner, or in which such Related Party has significant ownership interests or otherwise controls, loans, or extend or guarantee credit) to any of them. To the Company’s knowledge and except as provided in Section 14.4 of the

Rights of Registration and Voting Rights.

Financial Statements.

Changes.

any change in the assets, liabilities, financial condition or operating results of any Group Company from that reflected in the Financial Statements;

any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect on a Group Company;

any waiver or compromise by any Group Company of a valuable right or of a material debt owed to it;

any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by any Group Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;

any material change to a material contract or agreement by which any Group Company or any of its assets is bound or subject;

any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;

any resignation or termination of employment of any officer or Key Employee of any Group Company;

any mortgage, pledge, transfer of a security interest in, or lien, created by any Group Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair such Company’s ownership or use of such property or assets;

any dividend, loans or guarantees made by any Group Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

any declaration, setting aside or payment or other distribution in respect of any Group Company’s share capital, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by any Group Company;

any sale, assignment or transfer of any Group Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;

receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any Group Company;

except in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of material Taxes, settlement of any claim or assessment in respect of any material Taxes, or Consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material amount of additional Tax or filing of any material amended Tax Return;

to the Warrantors’ knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or

any arrangement or commitment by the Company to do any of the things described in this Section 17.

Employee Matters.

Section 18.1 of the Disclosure Schedule sets forth a list of each officer, employee, consultant and independent contractor of any Group Company who is anticipated to receive compensation (including salary, bonus, severance obligations and deferred compensation paid or payable) in excess of US$75,000 or is anticipated to receive annual compensation in excess of US$75,000.

To the Warrantors’ knowledge, no employee of any Group Company is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Group Companies or that would conflict with the Group Companies’ business. Neither the execution or delivery of the Transaction Documents, nor the carrying on of the Company’s business by the employees of the Group Companies, nor the conduct of the business as now conducted and as presently proposed to be conducted, will, to the Warrantors’ knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

No Group Company is delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. Except as set forth in the Section 18.3 of the Disclosure Schedule, each Group Company has complied in all material respects with all applicable laws related to employment, including those related to wages, hours, worker classification, and collective bargaining, and the payment and withholding of taxes and other sums as required by law except where noncompliance with any applicable law would not result in a Material Adverse Effect. Each Group Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of such Group Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

To the Warrantors’ knowledge, no employee intends to terminate employment with any Group Company or is otherwise likely to become unavailable to continue as a employee, nor does any Group Company have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth in Section 18.4 of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Section 18.4 of the Disclosure Schedule, the Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

The Company has not made any representations regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the Company’s board minutes.

Except as set forth in the Section 18.6 of the Disclosure Schedule, each former employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment.

Except for those required by the applicable laws and regulations, Section 18.7 of the Disclosure Schedule sets forth each and every employee benefit plan maintained, established or sponsored by any Group Company, or in which any Group Company participates in or contributes to in any jurisdiction, including without limitation, the PRC (the “Employee Benefit Plans”). Save as set out in Section 18.7 of the Disclosure Schedule, there is no other pension, retirement, profit-sharing, deferred compensation, bonus, incentive or other employee benefit program, arrangement, agreement or understanding to which any Group Company contributes, is bound, or under which any employees or former employees (or their beneficiaries) are eligible to participate or derive a benefit. Each Group Company has made all required contributions under all the Employee Benefit Plans including without limitation all contributions required to be made under the PRC social insurance and housing schemes, and has complied in all material respects with all applicable laws of any jurisdiction, in relation to the Employee Benefit Plans.

No Group Company is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Warrantors’ knowledge, has sought to represent any of the employees, representatives or agents of any Group Company. There is no strike or other labor dispute involving any Group Company pending, or to the Warrantors’ knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.

To the Warrantors’ knowledge, none of the employees or directors of any Group Company has been (a) subject to voluntary or involuntary petition under any applicable bankruptcy laws or any state insolvency laws or the appointment of manager, a receiver or similar officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by any relevant regulatory organization to have violated any applicable securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

All material Tax Returns required to be filed on or prior to the date hereof with respect to each Group Company has been duly and timely filed by such Group Company within the requisite period and completed on a proper basis in accordance with the applicable Laws in all material respects, and are up to date and correct in all material respects. All Taxes

No audit of any Tax Return of each Group Company and, to the Knowledge of each Group Company, no formal investigation with respect to any such Tax Return by any Tax authority is currently in progress and no Group Company has waived any statute of limitations with respect to any Taxes, or agreed to any extension of time with respect to an assessment or deficiency for such Taxes.

No written claim has been made by a Governmental Authority in a jurisdiction where the Group does not file Tax Returns that any Group Company is or may be subject to taxation by that jurisdiction.

The assessment of any additional Taxes with respect to the applicable Group Company for periods for which Tax Returns have been filed is not expected to exceed the recorded Liability therefor in the most recent balance sheet in the Financial Information (as defined below), and there are no unresolved questions or claims concerning any Tax Liability of any Group Company. Since the incorporation of the Company, no Group Company has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. There is no pending dispute with, or notice from, any Tax authority relating to any of the Tax Returns filed by any Group Company, and to the Knowledge of the Warrantors, there is no proposed Liability for a deficiency in any Tax to be imposed upon the properties or assets of any Group Company.

No Group Company has been the subject of any examination or investigation by any Tax authority relating to the conduct of its business or the payment or withholding of Taxes that has not been resolved or is currently the subject of any examination or investigation by any Tax authority relating to the conduct of its business or the payment or withholding of Taxes. No Group Company is responsible for the Taxes of any other Person by reason of Contract, successor liability or otherwise.

The Group Companies have been in compliance with all applicable Laws relating to all Tax credits and Tax holidays enjoyed by the Group Companies established under the Laws of the PRC under applicable Laws.

The Company is not a PFIC or CFC or a U.S. real property holding corporation as of immediately following the Closing.

Each of the Group Companies is treated as a corporation for U.S. federal income tax purposes.

OFAC Compliance.

Neither the Company nor any Group Company or, to the Company’s knowledge, any directors, administrators, officers, board of directors (supervisory and management) members or employees of the Company or any Group Company is an OFAC Sanctioned Person (as defined below). The Group Companies and, to the Company’s knowledge, their directors, administrators, officers, administrators, board of directors (supervisory and management) members or employees are in compliance with, and have not previously violated, the USA Patriot Act of 2001, and all other applicable United States and PRC anti-money laundering laws and regulations. To the knowledge of the Company, none of (i) the purchase and sale of the Series B Preferred Shares, (ii) the execution, delivery and performance of this Agreement or any of the documents in Exhibits attached hereto, or (iii) the consummation of any transaction contemplated hereby or thereby, or the fulfillment of the terms hereof or thereof, will result in a violation by the Shareholder or any Employee, of any of the OFAC Sanctions or of any anti-money laundering laws of the United States, the PRC or any other jurisdiction.

“OFAC Sanctions” means any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) under authority delegated to the Secretary of the Treasury (the “Secretary”) by the President of the United States or provided to the Secretary by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary by statute in connection with a sanctions program thus administered by OFAC. For ease of reference, and not by way of limitation, OFAC Sanctions programs are described on OFAC’s website at ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇.

“OFAC Sanctioned Person” means any government, country, corporation or other entity, group or individual with whom or which the OFAC Sanctions prohibit a United States Person from engaging in transactions, and includes without limitation any individual or corporation or other entity that appears on the current OFAC list of Specially Designated Nationals and Blocked Persons (the “SDN List”). For ease of reference, and not by way of limitation, OFAC Sanctioned Persons other than government and countries can be found on the SDN List on OFAC’s website at ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇.

“United States Person” means any United States citizen, permanent resident alien, entity organized under the laws of the United States (including foreign

Foreign Corrupt Practices Act.

Insurance.

Actions.

Liabilities.

Environmental and Safety Laws.

Internal Controls.

Manufacture, Marketing and Development Rights.

Disclosure; Projections.

No Brokers.

Entire Business.

Assets and Business of the Founders.

Authorization.

Compliance with other Instruments.

Disclosure of Information.

Restricted Securities.

No Public Market.

Purchase Entirely for Own Account.

Legends.

Any legend set forth in, or required by, the other Transaction Documents.

Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended.

EverGreen SeriesC Limited Partnership: