BINGEX LIMITED TENTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

DEFINITIONS.

REGISTRATION RIGHTS.

INFORMATION RIGHTS.

Delivery of Financial Statements.

as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an annual consolidated balance sheet as of the last day of such year; (ii) a consolidated income statement for such year; and (iii) a consolidated statement of cash flows for such year, each of which prepared in accordance with its existing accounting principles (or such other accounting standard acceptable to the Board of Directors); and

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

Inspection.

U.S. Tax Matters.

The Company shall upon the request of any U.S. Investor (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Internal Revenue Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to such U.S. Investor to prepare and submit its U.S. tax filings.

If a determination is made by the Company that the Company is a PFIC for a particular taxable year, then for such year and for each year thereafter, the Company shall also provide each known U.S. Investor within sixty (60) days upon the request of such U.S. Investor with a completed “PFIC Annual Information Statement” as required by Treasury Regulation Section 1.1295-1(g) and any other information reasonably required by a U.S. Investor to comply with any reporting or other requirements in connection with the QEF Election.

The Company shall promptly provide the U.S. Investor with written notice if it (or any of its Subsidiaries) becomes aware that it is a controlled foreign corporation as described in Section 957 of the Internal Revenue Code (“CFC”). The Company shall, upon the reasonable request of a U.S. Investor, furnish on a timely basis all information requested by such U.S. Investor to satisfy its U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any Group Company’s classification as a CFC.

The Company, upon a reasonable request, will comply and will cause its Subsidiaries to comply with all record-keeping, reporting, and other requests reasonably necessary for the Company and its Subsidiaries to allow any U.S. Investor to comply with any applicable U.S. federal income tax Law. The Company, will also provide any known U.S. Investor with any information reasonably requested to allow such U.S. Investor to comply with any applicable U.S. federal income tax Law (including but not limited to information relating to the transfer of any equity interests of the Company (or any Subsidiary) and the issuance or redemption by the Company (or any Subsidiary) of any equity interests).

The Company shall, if reasonably requested by a U.S. Investor, cooperate in determining whether it would be desirable, reasonable and appropriate for the Company and/or any Subsidiary to elect to be classified as a partnership or branch for U.S. federal income tax purposes and, if so, to take all reasonable steps to cause any such elections to be made, including by filing or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form), and the Company shall not permit such election, once made, to be terminated or revoked without the written consent of the U.S. Investor; provided that the Company shall notify all U.S. Investor prior to the making of any such election.

The Company shall, and shall cause each Group Company to, timely and accurately file tax returns in each jurisdiction in which such returns are required to be filed.

Termination of Information and Inspection.

Confidentiality.

RIGHT OF FIRST OFFER.

Right of First Offer.

The Company shall deliver a notice, in accordance with Section 8.4 hereof (the “Offer Notice”) to the holders of the Preferred Shares (or if applicable, the holders of the Ordinary Shares and the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing of the Company) stating (i) its bona fide intention to offer such Offered Securities, (ii) the number of such Offered Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Offered Securities.

By written notification received by the Company, within twenty (20) calendar days after mailing of the Offer Notice, each of the holders of the Preferred Shares may elect to purchase or obtain up to such number of the Offered Securities equal to the product obtained by multiplying (i) the total number of the Offered Securities by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such holder of the Preferred Shares, and the denominator of which is the total number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all the holders of the Preferred Shares (or if applicable, the total number of (x) the Ordinary Shares issued and then held by all the holders of the Ordinary Shares and (y) the Class A Ordinary Shares issuable upon conversion of the Preferred Shares then held by such holder of the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing of the Company), at the price and on the terms specified in the Offer Notice. The Company shall promptly, in writing, inform the holders of the Preferred Shares who elect to purchase all the shares available to them (each, a “Fully-Exercising Holder”) of any other holders of the Preferred Shares’ failure to do likewise. During the ten (10) day-period commencing immediately after receipt of such information, each Fully-Exercising Holder shall be entitled to obtain that portion of the Additional Equity Securities for which any of the holders of the Preferred Shares were entitled to subscribe but which were not subscribed for by the holders of the Preferred Shares which is equal to the proportion that the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such Fully-Exercising Holder bears to the total number of Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all Fully-Exercising Holders who wish to purchase such unsubscribed Additional Equity Securities (or if applicable, the total number of (x) the Ordinary Shares issued and then held by all the holders of the Ordinary Shares who have elected to purchase all the shares available to them and wish to purchase such unsubscribed Additional Equity Securities and (y) the Class A Ordinary Shares issuable upon conversion of the Preferred Shares then held by such Fully-Exercising Holders who wish to purchase such unsubscribed Additional Equity Securities in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing). The aforesaid allocation step shall be repeated until the earlier of (x) all the Offered Securities are allocated among all the holders of the Preferred Shares (or if applicable, all the holders of the Ordinary Shares and the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing); and (y) each holder of the Preferred Shares (or if applicable, each holder of the Ordinary Shares and the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing of the Company) has been allocated all the Offered Securities it has elected to purchase.

If all Offered Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 4.1(a) and Section 4.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) hereof, offer the remaining unsubscribed portion of such Offered Securities (collectively, the “Refused Securities”) to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Offered Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Securities shall not be offered unless first reoffered to the Investors in accordance with Section 4.1(a) and Section 4.1(b) again.

The right of first offer set forth in this Section 4.1 may not be assigned or transferred except that such right is assignable by an Investor to any Affiliate of such Investor.

Termination.

BOARD COMPOSITION AND VOTING MATTERS.

Board Composition.

Size of the Board.

Removal of Board Members.

Drag-Along Right.

in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”) without the need for shareholder approval, to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the Person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration receivable by the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder);

to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Laws at any time with respect to such Sale of the Company;

to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and

not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company.

Term.

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

Restrictions on Transfer.

Transfer of Shares.

Prohibition on Transfer of Ordinary Shares.

a transfer in connection with a Sale of the Company as provided in Section 5.4;

the proposed transfer by any of the Key Holders of Ordinary Shares, the total number of which, together with the number of Ordinary Shares having been transferred by the Key Holders, not exceeding 6,000,000 in aggregate; and

an exempt transfer that meets the requirements set forth in Section 6.6.

Right of First Refusal.

Proposed Transfer Notice.

Company’s Right of First Refusal

Investor Right of First Refusal.

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property, services, or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If a Non-Selling Investor cannot for any reason pay for the Transfer Shares in the same form of non-cash consideration, such Non-Selling Investor may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of the Transfer Shares by a Non-Selling Investor shall take place, and all payments from such Non-Selling Investor shall have been delivered to the Transferor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer and (ii) sixty (60) days after delivery of the Proposed Transfer Notice.

Right of Co-Sale.

If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter are agreed to be bought by a Prospective Transferee (such Transfer Shares, the “Co-Sale Eligible Shares”), any Investor who has not exercised its rights under Section 6.2(c) (each a “Co-Sale Investor” and collectively, the “Co-Sale Investors”) may elect to exercise its right (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. The total number of Shares that each Co-Sale Investor who is willing to exercise its Right of Co-Sale may elect to sell under this Section 6.3 shall be equal to the product obtained by multiplying (i) the aggregate number of all the Co-Sale Eligible Shares, by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such Co-Sale Investor and the denominator of which is the total number of (x) the Ordinary Shares issued and then held by the Transferor and (y) the Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all the Co-Sale Investor(s) who are willing to exercise their Right of Co-Sale hereunder. To exercise its Right of Co-Sale, a Co-Sale Investor must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after the expiration of the Investor Overallotment Notice Period as provided in Section 6.2(c), and upon giving such notice such Co-Sale Investor shall be deemed to have effectively exercised the Right of Co-Sale.

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

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

the number of Ordinary Shares that such Co-Sale Investor elects to include in the Proposed Transfer; or

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

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

Proposed Transfer Compliance Period.

Effect of Failure to Comply.

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

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

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

Exempt Transfers.

Term.

ADDITIONAL COVENANTS.

Share Incentive Plan.

Protective Provisions.

Acts Requiring Approval by Holders of Preferred Shares. In addition to any other vote or consent required elsewhere in the Articles or by any applicable Laws, so long as any Preferred Shares are outstanding, the Company and the other Group Companies shall not, without the prior affirmative votes or written consents of the Majority Preferred Holders, directly or indirectly take any of the following actions (whether in a single transaction or a series of related transactions, and whether directly or indirectly, or by amendment to the Articles, merger, consolidation or otherwise), provided that where any such action requires a Special Resolution of the Shareholders in accordance with the Articles or any other applicable Laws and if the Shareholders vote in favour of such act but the approval of the Majority Preferred Holders has not yet been obtained, the holders of the Preferred Shares who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favour of such act plus one (1):

amend the rights and privileges with respect to the Preferred Shares under the Articles, other constitutional documents or any other Transaction Documents; notwithstanding the foregoing and for the avoidance of doubt, any such amendment, modification or waiver with respect to the variation of rights attached to one or more specific classes or series of Preferred Shares shall only require the written consents of the holders of more than fifty percent (50%) of the issued and outstanding Shares of such affected classes or series, in addition to Shareholders’ approval at the Shareholders’ meetings (if applicable);

issue, allot, purchase or redeem any shares or securities convertible into or carrying a right of subscription in respect of shares or any share warrants or grant or issue any options rights or warrants, except for (i) the repurchase of any Shares pursuant to the Share Plan, and (ii) any issue of shares by the Company already agreed and consented to by the Shareholders under this Agreement;

pass any resolution for any liquidation, dissolution, winding up or Liquidation Event of the Company or undertake any merger, reconstruction, liquidation exercise or Liquidation Event concerning the Company or apply for the appointment of a receiver, manager or judicial manager or like officer;

approve initiation of the public offering process of the Company, including selection of stock exchange for, or approval of the timing, terms and conditions, and valuation of the initial public offering;

declare or pay any dividend or other distribution on any class of shares or approve the dividend policy of the Company; or

change the right to appoint board members by holders of Shares of certain classes or series.

For the purpose of this Section 7.2, the term “Company” means, in each case, the Group Companies and any one of them, where applicable.

Meetings of the Board.

Non-Competition.

Termination of Covenants.

Voting Arrangement

the Company’s Ordinary Shares shall be divided in Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company;

each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company. The Shares currently held by Snoweagle-s Limited and Diamondbird-s Limited, which are beneficially owned by ▇▇. ▇▇▇ ▇▇▇▇, shall be Class B Ordinary Shares, and any number of Class B Ordinary Shares held by a holder thereof will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:

any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person that is not an Affiliate of such holder;

any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B Ordinary Shares that is an entity to any person that is not an Affiliate of such holder;

the holder of any Preferred Share shall be entitled to such number of votes equal to the aggregate number of Class A Ordinary Shares into which such holder’s collective Preferred Share are convertible on the record date for determination of the Shareholders entitled to vote on such matters, or, if no such record date is established, on the date such vote is taken or any written consent of Shareholders is solicited. All Preferred Shares held by the Investors shall be convertible only to Class A Ordinary Shares immediately prior to the completion of initial public offering

MISCELLANEOUS.

Governing Law.

Counterparts.

Headings and Subheadings.

Notices.

Amendments and Waivers.

Severability.

Entire Agreement.

Transfers, Successors and Assigns.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.

Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.8.

Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this 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 (3) arbitrators. The complainant and the respondent to such dispute shall each select one (1) arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC.

The arbitration proceedings shall be conducted in Chinese. 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 8.9, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.9 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 Laws.

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

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

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

Delays or Omissions.

Conflict with Articles of Association.

Shareholders Cooperation with the CAC and CSRC.

use its commercially reasonable efforts to cooperate with all the disclosure requirements of the CAC and CSRC, including endeavoring to provide detailed information on its shareholding/ownership structure to illustrate the ultimate investors or holders to the CAC and/or CSRC to the extent legally permissible and not resulting in any breach of confidential obligation of such Shareholder; and

if it is determined based on advice of the Company’s PRC counsel that, in connection with the IPO, the Company is obligated to comply with certain Laws promulgated by the CSRC, each Shareholder shall and shall cause its applicable Affiliates to reasonably cooperate with the Company to further the Company’s IPO process, including taking commercially reasonable steps as may be necessary to ensure, in light of applicable Laws promulgated by the CSRC, that the identity or status of the Shareholder’s direct or indirect investors that may be in violation of applicable rules promulgated by the CSRC would not prevent or impede the Company’s IPO process, provided that no Shareholder shall be deemed to be in direct breach of this provision if its direct or indirect investors are not cooperating with such steps or measures.

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/s/ Authorized Signatory

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ANGEL,

SERIES A INVESTOR,

SERIES B INVESTOR,

SERIES C INVESTOR,

SERIES D-1 INVESTOR,

SERIES D-2 INVESTOR:

SIG CHINA INVESTMENTS MASTER FUND IV, LLLP

By: SIG Asia Investment, LLLP,

Its Authorized Agent

By: Heights Capital Management, INC.,

Its Authorized Agent

/s/ Tuck Lye Koh

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ANGEL,

SERIES A INVESTOR,

SERIES B INVESTOR,

SERIES C INVESTOR,

SERIES D-1 INVESTOR:

N5Capital Fund II, L.P.

By: N5Capital ▇▇ ▇▇, LLC, its General Partner

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/s/ Authorized Signatory

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/s/ Koh Tuck Lye

/s/ Koh Tuck Lye

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▇▇▇ ▇▇▇▇ (▇▇), a PRC citizen with PRC ID number ****************;

▇▇ ▇▇▇▇▇▇▇▇ (于红建), a PRC citizen with PRC ID number ****************.

Snoweagle-s Limited, a company incorporated under the Laws of British Virgin Islands, which is beneficially owned by ▇▇▇ ▇▇▇▇;

Diamondbird-s Limited, a company incorporated under the Laws of British Virgin Islands, which is beneficially owned by ▇▇▇ ▇▇▇▇ and

Y&X Changan Limited, a company incorporated under the Laws of British Virgin Islands, which is wholly owned by ▇▇ ▇▇▇▇▇▇▇▇.

Pangea Ultima Limited, a company incorporated under the Laws of British Virgin Islands, which is wholly owned by ▇▇▇ ▇▇▇▇▇▇▇▇▇;

Creative Linking Investments Limited, a company incorporated under the Laws of the British Virgin Islands, with respect to the Class A Ordinary Shares it holds;

Halfmoon Pavilion BeingEx Limited and Black Opal BeingEx Limited, each a company incorporated under the Laws of British Virgin Islands, which are wholly owned by Ru Haibo;

Lighthouse Venture International, Inc., a company incorporated under the Laws of the British Virgin Islands;

Tiantu, a limited partnership under the Laws of Cayman Islands;

Hike Capital, a limited partnership incorporated under the Laws of Cayman Islands, with respect to the Class A Ordinary Shares it holds;

SIG, a limited partnership under the Laws of Delaware, USA, with respect to the Class A Ordinary Shares it holds;

N5Capital, an exempted limited partnership under the Laws of Cayman Islands, with respect to the Class A Ordinary Shares it holds;

Wenjing Co., Ltd., a BVI business company incorporated under the Laws of British Virgin Islands;

Axilight AA6_LH1 International L.P, a company incorporated under the Laws of Cayman Islands.

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

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

The term “Affiliate” means, with respect to a Person (as defined below), any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation any general partner, officer or director of such Person, and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person, and the term “affiliated” has the meaning correlative to the foregoing.

The term “Associate” means, with respect to a natural person, (1) any corporation or organization (other than the Group Companies) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (2) 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 fiduciary capacity, or (3) any relative or spouse of such person.

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

The term “Articles” means the Company’s ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Restated Memorandum and Articles of Association, as amended from time to time.

The term “Axilight” means Axilight AA6_LH1 International L.P.

The term “BHG” means LH Flash L.P.

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

The term “Business” means the principal business as presently engaged in by the Group Companies of providing the express delivery services through the internet or mobile internet.

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

The term “CAC” means the Cyberspace Administration of China.

The term “Cause” means any of the following: (i) conviction of any criminal conduct; (ii) gross negligence or willful misconduct, which materially and adversely affects to the operation or reputation of any Group Company; (iii) any material breach of the employment agreement and proprietary information, confidentiality, and non-competition agreement, or (iv) the Founder’s participation, assist, advisement, consultation, being concerned with, being engaged or interested in, any business, whether in corporate, proprietorship or partnership form or otherwise, that directly competes with the business related to the express delivery services through the internet or mobile internet.

The term “Circular 37” means the Circular 37, issued by SAFE on July 7, 2014, titled “Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Financing and Round Trip Investment via Special Purpose Companies,” effective as of July 4, 2014, and any implementation, successor rule or regulation under the PRC Laws.

The term “Class A Ordinary Shares” means Class A ordinary shares of the Company of a par value of US$0.001 per share.

The term “Class B Ordinary Shares” means Class B ordinary shares of the Company of a par value of US$0.001 per share.

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

The term “Company Option Period” has the meaning ascribed to such term in Section 6.2 (b).

The term “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” have meanings correlative to the foregoing

The term “Control Documents” means the following set of agreements with respect to the Domestic Company: Exclusive Technology Consulting and Service Agreement, Equity Pledge Agreement, Share Option Agreements, Operating Agreement, Power of Attorney, and Spouse Consent (if applicable).

The term “Conversion Shares” means Class A Ordinary Shares issued or issuable upon conversion of any Preferred Shares.

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

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

The term “Co-Sale Investor” or “Co-Sale Investors” has the meaning ascribed to such term in Section 6.3(a)

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

The term “CSRC” means the China Securities Regulatory Commission.

The term “De-SPAC Transaction” means a direct or indirect business combination of the Company with a publicly-listed special purpose acquisition company, targeted acquisition company or any other publicly traded entity, or any other transaction, as a result of which the Company or a listing vehicle that holds the business of the Group Companies becomes or remains listed on a recognized regional or national securities exchange in the United States or Hong Kong or Shanghai Stock Exchange, Shenzhen Stock Exchange, or any other exchange in any other jurisdiction (or any combination of such exchanges and jurisdictions) acceptable to the Majority Preferred Holders.

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

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

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

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

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

The term “Founders” means the Persons named on Part II of Schedule 1 hereto and the respective transferees of such Persons’ Shares pursuant to Section 6 hereof.

The term “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.

The term “Group Companies” means the Company, the HK Co, the WFOE, the Domestic Company, and any other direct or indirect Subsidiary of any of the foregoing entities collectively, and the Group Company means any one of them.

The term “Hearst” means Hearst Ventures, Inc.

The term “HK Co” has the meaning ascribed to it in the Preamble to this Agreement.

The term “HKIAC” has the meaning ascribed to such term in Section 8.9(b).

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

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

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

The term “Initiating Holders” means, collectively, any Holders who properly initiate a registration request under this Agreement.

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

The term “Investor Notice Period” has the meaning ascribed to such term in Section 6.2(c)(ii).

The term “Investor Overallotment Notice Period” has the meaning ascribed to such term in Section 6.2(c)(iii).

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

The term “IPO” means either (i) the first underwritten public offering of the Class A Ordinary Shares of the Company (or a listing vehicle that holds the business of the Group Companies) (or depositary receipts or depositary shares thereof) and listing on an internationally-recognized securities exchange or (ii) a De-SPAC Transaction, in each case as approved in accordance with the terms of this Agreement and the Articles of the Company.

The term “Key Holder” has the meaning set forth in the Preamble.

The term “Liquidation Event” has the meaning ascribed to such term in Section 1(b) of Schedule A of the Articles of the Company.

The term “Law(s)” means any constitutional provision, statute or other law, rule, regulation of any jurisdiction.

The term “Majority Ordinary Holders” shall mean the holders of more than fifty percent (50%) of the outstanding Ordinary Shares.

The term “Majority Preferred Holders” shall mean holders of more than fifty percent (50%) of all outstanding Preferred Shares voting together.

The term “Non-Selling Investor” or “Non-Selling Investors” has the meaning ascribed to such term in Section 6.2(c)(i).

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

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

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

The term “Ordinary Holders” shall mean the direct or indirect holders of the outstanding Ordinary Shares.

The term “Ordinary Shares” means Class A Ordinary Shares and Class B Ordinary Shares.

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

The term “Overallotment Exercise Notice” has the meaning ascribed to such term in Section 6.2(c) (iii).

The term “Overallotment Participant” or “Overallotment Participants” has the meaning ascribed to such term in Section 6.2(c) (iii).

The term “Overallotment Shares” has the meaning ascribed to such term in Section 6.2(c) (iii).

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

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

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

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

The term “PRC Companies” means the WFOE and the Domestic Company, and “PRC Company” means either one of them.

The term “Preferred Shares” shall mean the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series C-1 Preferred Shares, Series C-2 Preferred Shares, Series D-1 Preferred Shares and Series D-2 Preferred Shares.

The term “Prior Shareholders’ Agreement” has the meaning ascribed to it in the Recitals to this Agreement.

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

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

The term “Prospective Transferee” means any Person to whom a Founder proposes to make a Proposed Transfer.

The term “QEF Election” has the meaning ascribed to such term in Section 3.3(a).

The term “Qualified IPO” means either (i) a firm commitment underwritten registered public offering by the Company (or a listing vehicle that holds the business of the Group Companies) (or depositary receipts or depositary shares thereof) of its Class A Ordinary Shares on a recognized regional or national securities exchange in the United States or Hong Kong or Shanghai Stock Exchange, Shenzhen Stock Exchange, or any other exchange in any other jurisdiction (or any combination of such exchanges and jurisdictions) acceptable to the Majority Preferred Holders with pre-offering valuation (on a fully diluted basis) of the Company not less than US$1,000 million (or any other currency of equivalent value) or (ii) a De-SPAC Transaction that implies a pre-combination valuation (on a fully diluted basis) of the Company (or a listing vehicle that holds the business of the Group Companies) of not less than US$1,000 million (or any other currency of equivalent value).

The term “Refused Securities” has the meaning ascribed to such term in Section 4.1(c)

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

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

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

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

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

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

The term “Sale of the Company” shall have the meaning ascribed to such term in Section 5.4.

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

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

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

The term “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act (or comparable Laws in a jurisdiction other than the United States).

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

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

The term “Selling Shareholder” has the meaning ascribed to such term in Section 5.4(b).

The term “Series A Investor” has the meaning ascribed to it in the Preamble to this Agreement.

The term “Series A Preferred Shares” shall mean the series A preferred shares of the Company par value US$0.0001 each.

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

The term “Series B Preferred Shares” means the Series B preferred shares of the Company par value US$0.0001 each.

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

The term “Series C Preferred Shares” means the Series C preferred shares of the Company par value US$0.0001 each.

The term “Series C-1 Investor” or “Series C-1 Investors” has the meaning ascribed to it in the Preamble to this Agreement.

The term “Series C-1 Preferred Shares” means the Series C-1 preferred shares of the Company par value US$0.0001 each.

The term “Series C-2 Investor” has the meaning ascribed to it in the Preamble to this Agreement.

The term “Series C-2 Preferred Shares” means the Series C-2 preferred shares of the Company par value US$0.0001 each.

The term “Series D-1 Investor” has the meaning ascribed to it in the Preamble to this Agreement.

The term “Series D-1 Preferred Shares” means the Series D-1 preferred shares of the Company par value US$0.0001 each.

The term “Series D-2 Investor” has the meaning ascribed to it in the Preamble to this Agreement.

The term “Series D-2 Preferred Shares” means the Series D-2 preferred shares of the Company par value US$0.0001 each.

The term “Shareholder” shall mean each of the holders of the Company’s Ordinary Shares and/or Preferred Shares.

The term “Shares” means (i) Ordinary Shares (whether now outstanding or hereafter issued in any context), (ii) Class A Ordinary Shares issued or issuable upon conversion of the Preferred Shares and (iii) Ordinary Shares issued or issuable upon exercise or conversion, as applicable, of share options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Founder, any Angel, any Investor, or their respective successors or permitted transferees or assigns.

The term “Shunwei” means Shunwei Growth III Limited.

The term “SIG” means SIG China Investments Master Fund IV, LLLP.

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

The term “Super Majority Ordinary Holders” shall mean the holders of at least two thirds (2/3) of the outstanding Ordinary Shares.

The term “Super Majority Preferred Holders” shall mean the holders of at least two thirds (2/3) of the then issued and outstanding Preferred Shares including any Conversion Shares (which shall include the holders of at least two thirds (2/3) of the then issued and outstanding Series C Preferred Shares including any Conversion Shares).

The term “Tiantu” means Tiantu China Consumer Fund I, L.P..

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

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

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

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

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

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

The term “Violation” means losses, claims, damages, or liabilities (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act or other applicable Laws of the United States or other relevant jurisdictions, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any state securities Law or any rule or regulation promulgated under the Securities Act, the Exchange Act, any state securities Law, or other applicable Laws of the United States or other relevant jurisdictions.

The term “WestSummit” means WestSummit Global Technology Fund, L.P..

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

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

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

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

Demand Registration.

Request by Holders.

Underwriting.

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

Notwithstanding any other provision of this Section 2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated (i) first, to the Investors on a pro rata basis according to the number of Registrable Securities then outstanding held by the Investors requesting registration and (ii) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Maximum Number of Demand Registrations.

Deferral.

Piggyback Registrations.

The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2 or Section 4 or relating to any employee benefit plan or a corporate reorganization) and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Underwriting.

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

Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each of the Investors requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Investor, third, to the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder and fourth, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Not Demand Registration.

Form F-3 Registration.

Notice.

Registration.

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

if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$1,000,000;

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

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

if the Company has, within the twelve (12) month period preceding the date of such request, already effected two Form F-3 registrations; or

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

Not a Demand Registration.

Underwriting.

Expenses.

Obligations of the Company.

Registration Statement.

Amendments and Supplements.

Prospectuses.

Blue Sky.

Underwriting.

Notification.

Opinion and Comfort Letter.

Furnish Information.

Indemnification.

By the Company.

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

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

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

By Selling Holders.

Notice.

Contribution.

Survival.

No Registration Rights to Third Parties.

Rule 144 Reporting.

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

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

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

Market Stand-Off.

As of [], the Company, certain existing shareholders of the Company and certain other parties entered into a Tenth Amended and Restated Shareholders’ Agreement (the “Shareholders’ Agreement”), attached hereto as Exhibit A.

The <New Investor><New Shareholder> wishes to acquire an aggregate of ______ <Class A Ordinary Shares> <Class B Ordinary Shares> <Series A Preferred Shares> <Series B Preferred Shares> <Series C Preferred Shares> <Series C-1 Preferred Shares> <Series C-2 Preferred Shares> <Series D-1 Preferred Shares><Series D-2 Preferred Shares> (as defined in the Shareholders Agreement) in the capital of the Company and in accordance with the Shareholders’ Agreement has agreed to enter into this Assumption Agreement (the “Assumption Agreement”).

The Company is entering into this Assumption Agreement on behalf of itself and as agent for all the existing Shareholders of the Company.

INTERPRETATION

COVENANT

ENFORCEABILITY

GOVERNING LAW

COUNTERPARTS

FURTHER ASSURANCE

HEADINGS