Common use of Acts of the Group Clause in Contracts

Acts of the Group. Companies requiring Approval of the Majority Holders. Notwithstanding anything to the contrary contained herein or in the Charter Documents of any Group Company, any Group Company shall not, and the Parties (other than Tencent) shall cause each Group Company, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by the Majority Holders: (i) any repeal, amendment, modification, waiver or change of any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any rights, preferences, privileges or powers of the Preferred Shares, or any clause stipulating the foregoing amendment, modification or change being added, or any amendment, modification or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of shares having the effect of or may result in any rights, preferences, privileges or powers of the Preferred Shares being prejudiced; (iii) creation, authorization, reclassification, repurchase, redemption or issuance of (A) any class or series of Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, (B) any additional Preferred Shares, (C) any other Equity Securities of the Company except for (i) the Conversion Shares or (ii) the issuance or repurchase of Ordinary Shares (or options or warrants) under the ESOP approved by the Board, or (D) any Equity Securities of any other Group Company; (iv) any increase or decrease in the authorized number of the Preferred Shares, or any series thereof, or the authorized number of Ordinary Shares; (v) any Deemed Liquidation Event or Trade Sale; (vi) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity of any Group Company; (viii) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any Group Company; (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xii) any change of the size or composition or the manner in which the directors are appointed of the board of directors of any Group Company; (xiii) any amendment of the accounting policies, Accounting Standards or change to the financial year of any Group Company; (xiv) initiate or settle any material litigation, arbitration or other legal proceeding; (xv) any action that would hurt the rights or interests of the Preferred Holders (based on reasonable judgment of such Preferred Holders); and (xvi) any action by a Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so with respect to any action listed above. Notwithstanding anything to the contrary contained herein, where any action listed in subsections (i) to (xvi) requires the approval of the Shareholders in accordance with the applicable Laws, and if the Shareholders vote in favor of such action but the approval of the Majority Holders has not yet been obtained (in each case where required), the Majority Holders shall have, in such vote, the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of the resolution plus one.

Acts of the Group. Companies requiring Requiring Approval of the Majority Preferred Holders. Notwithstanding Regardless of anything to the contrary else contained herein or in the Charter Documents of any Group Company, any no Group Company shall nottake, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the Parties (other than Tencent) shareholders of the Company shall cause each Group Companyprocure the Company not to, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by the Majority Preferred Holders: (ia) any repeal, amendment, modification, waiver or change of action that reclassifies any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any rights, preferences, privileges or powers of the Preferred Shares, or any clause stipulating the foregoing amendment, modification or change being added, or any amendment, modification or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of outstanding shares having the effect of or may result in any rights, preferences, privileges or powers of the Preferred Shares being prejudiced; (iii) creation, authorization, reclassification, repurchase, redemption or issuance of (A) any class or series of Equity Securities into shares having rights, preferences, privileges privileges, powers, limitations or powers superior restrictions senior to or on a parity with any series of Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any Preferred SharesShares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, ; (Bb) any additional adverse amendment or change of the rights, preferences, privileges, powers, limitations or restrictions of or concerning, or the limitations or restrictions provided for the benefit of, any series of Preferred Shares, Shares in issue; (Cc) any liquidation (other Equity Securities of the Company except for (i) the Conversion Shares than any Deemed Liquidation Event and Share Sale), dissolution or (ii) the issuance or repurchase of Ordinary Shares (or options or warrants) under the ESOP approved by the Board, or (D) any Equity Securities winding up of any other Group Company; (ivd) any increase purchase, repurchase, redemption or decrease retirements of any Equity Security of any Group Company other than (x) Exempted Distributions (as defined in the authorized number Memorandum and Articles) and (y) any matters approved in accordance with Section 10.4 hereof; (e) any amendment or modification to or waiver under any of the Preferred SharesCharter Documents of any Group Company, other than (i) any amendment to resolve any conflict or inconsistency with this Agreement in accordance with the terms of this Agreement, or (ii) any amendment arising as a result of the matters approved in accordance with Section 10.4 hereof; (f) any declaration, set aside or payment of a dividend or other distribution by any Group Company, or the adoption of, or any series thereofchange to, or the authorized number dividend policy of Ordinary Sharesany Group Company; (v) any Deemed Liquidation Event or Trade Sale; (vig) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, up or arrangement dissolution of any of the Group Companies under any Law relating to bankruptcy, insolvency bankruptcy or reorganization or relief of debtorsinsolvency, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity of any Group Company; (viii) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any Group Company; (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xiih) any change of the size or composition or the manner in which the directors are appointed of the board of directors of any Group Company; (xiiii) any the adoption, material amendment or termination of the accounting policiesESOP or any other equity incentive, Accounting Standards purchase or change to participation plan for the financial year benefit of any employees, officers, directors, contractors, advisors or consultants of any of the Group CompanyCompanies; (xivj) initiate or settle any material litigation, arbitration or other legal proceeding;[Reserved]; or (xv) any action that would hurt the rights or interests of the Preferred Holders (based on reasonable judgment of such Preferred Holders); and (xvik) any action by a Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so obligation with respect to any action of the actions listed above. Notwithstanding anything to the contrary contained herein, where any action act listed in subsections clauses (ia) to through (xvik) above requires the approval of the Shareholders shareholders of the Company in accordance with the applicable Laws, and if the Shareholders shareholders vote in favor of such action act but the approval of the Majority Preferred Holders has not yet been obtained (in each case where required)obtained, then the Majority Preferred Holders shall havein aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders shareholders who voted in favor of the resolution such act plus oneone (1).

Acts of the Group. Companies requiring Requiring Approval of Majority Investors. So long as no less than fifty percent (50%) of the Majority Holders. Notwithstanding anything to Preferred Shares issued at the contrary contained herein or in the Charter Documents of any Group CompanyClosing are issued and outstanding, any no Group Company shall nottake, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure the Company not to, and the Parties (other than Tencent) shareholders of the Company shall cause each Group Companyprocure the Company not to, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved without the written consent or affirmative vote of the Majority Investors, given in writing or by vote at a meeting, consenting or voting (as the Majority Holders:case may be) (vote together and separately as a class or series), (i) any repeal, amendment, modification, waiver adverse amendment or change of any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any the rights, preferences, privileges or powers of of, or the restrictions provided for the benefit of, the Preferred Shares, or any clause stipulating the foregoing amendment, modification or change being added, or any amendment, modification or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of shares having the effect of or may result in any rights, preferences, privileges or powers of the Preferred Shares being prejudiced; (iiiii) creation, authorization, reclassification, repurchase, redemption authorization or issuance of (A) any class or series of Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any the Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any series of Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, ; (Biii) any additional action that reclassifies any issued and outstanding shares into shares having rights, preferences, privileges or powers senior to or on a parity with the Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption or otherwise; (Civ) any amendment or modification to the Charter, other Equity Securities than amendments pursuant to and in compliance with Section 15.17 hereof and other than to effect a Qualified IPO; (v) any declaration, set aside or payment of the Company except for (i) the Conversion Shares a dividend or (ii) the issuance or repurchase of Ordinary Shares (or options or warrants) under the ESOP approved other distribution by the Board, or (D) any Equity Securities of any other Group Company; (ivvi) any change of the size or composition of the board of directors of any Group Company other than changes pursuant to and in compliance with this Agreement; (vii) any increase or decrease in the authorized number of the Preferred Shares, or any series thereof, or the authorized number of Ordinary Shares; (vviii) any Deemed Liquidation Event or Trade Sale; (vi) the commencement of any Share Sale or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolventmerger, (ii) liquidationamalgamation, winding up, dissolution, reorganization, scheme or arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity consolidation of any Group Company; (viii) Company with any increasePerson, reduction, cancellation, redemption, repurchase or change the purchase or other acquisition by any Group Company of all or substantially all of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any shareassets, equity or depositary receipt business of another Person, other than in any Group Company;case an Approved Sale; or (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any Group Company; (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xii) any change of the size or composition or the manner in which the directors are appointed of the board of directors of any Group Company; (xiii) any amendment of the accounting policies, Accounting Standards or change to the financial year of any Group Company; (xiv) initiate or settle any material litigation, arbitration or other legal proceeding; (xv) any action that would hurt the rights or interests of the Preferred Holders (based on reasonable judgment of such Preferred Holders); and (xvi) any action by a Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so obligation with respect to any action listed above. Notwithstanding anything to the contrary contained herein, where any action listed in subsections (i) to (xvi) requires the approval of the Shareholders in accordance with the applicable Laws, and if the Shareholders vote in favor of such action but the approval of the Majority Holders has not yet been obtained (in each case where required), the Majority Holders shall have, in such vote, the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of the resolution plus one.

Acts of the Group. Companies requiring Requiring Approval of the Majority Preferred Holders. Notwithstanding anything to the contrary contained herein or in the Charter Documents of any Group Company, any Group Company shall not, and the Parties (other than Tencent) shall cause each Group Company, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by the Majority Holders: (i) any repeal, amendment, modification, waiver amendment or change of the rights, preferences, privileges, or powers of or concerning, or the limitations or restrictions provided for the benefit of, any provision Preferred Shares, or any amendment of any the Charter Documents of the Company or any Material Group CompanySubsidiary; (ii) any amendmentaction that authorizes, modification creates or change issues any Ordinary Shares or Preferred Shares after the Initial Closing (other than: (1) the issuance of any rightsSeries D Preferred Shares pursuant to the Purchase Agreement, preferences, privileges or powers (2) the issuance of Ordinary Shares upon conversion of the Preferred Shares, and (3) the issuance of Ordinary Shares (or any clause stipulating the foregoing amendment, modification options or change being added, or any amendment, modification or change of any rights, powers or benefit attached warrants therefor) pursuant to the Ordinary Shares Stock Incentive Plans); any action that authorizes, creates or other classes or series of shares having the effect of or may result in any rights, preferences, privileges or powers of the Preferred Shares being prejudiced; (iii) creation, authorization, reclassification, repurchase, redemption or issuance of (A) issues any class or series of Equity Securities having rights, preferences, privileges privileges, powers, or powers limitations or restrictions provided for the benefits of the holders thereof, superior to or on a parity with any Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges privileges, powers, or powers limitations or restrictions provided for the benefits of the holders thereof, superior to or on a parity with any series of Preferred Shares, whether as and any action that reclassifies any outstanding shares into shares having rights, preferences, privileges, powers, or limitations or restrictions provided for the benefits of the holders thereof, senior to or on a parity with any series of Preferred Shares; (iii) any approval of the liquidation, conversionwinding up, dividendbankruptcy, voting, redemption dissolution of any Group Company or otherwise, (B) the commitment to any additional Preferred Shares, (C) any other Equity Securities of the foregoing; any filing by or against any Group Company except for (i) the Conversion Shares appointment of a receiver, administrator or (ii) the issuance or repurchase other form of Ordinary Shares (or options or warrants) under the ESOP approved by the Board, or (D) any Equity Securities external manager of any other Group Company; (iv) any increase or decrease in the authorized number approval of the Preferred Sharescorporate reorganization, merger, consolidation, or split of any series thereofGroup Company, any Trade Sale, or the authorized number commitment to any of Ordinary Sharesthe foregoing; (v) any Deemed Liquidation Event acquisition of a majority of the shares, voting power, business or Trade Saleassets of any other corporation or entity, or any investment in any other corporation or entity in excess of US$30,000,000 (individually or in aggregate in a series of related transactions in any financial year); (vi) any repurchase or redemption or cancellation of any Equity Securities of any Group Company (other than pursuant to: (1) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolventSeries D Transaction Documents, (ii2) liquidation, winding up, dissolution, reorganization, or arrangement of any repurchase right of the Group Companies Company under any Law relating to bankruptcythe Stock Incentive Plans approved in accordance with the Memorandum and Articles and this Agreement, insolvency or reorganization or relief of debtors, or (iii3) the entry Loan and Security Agreement, and (4) the offer letter dated November 23, 2015 for the engagement of an order for relief or Padmasree as chief development officer of the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its propertyCompany); (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity of any Group Company; (viii) any increase, reduction, cancellation, redemption, repurchase decrease or change alteration of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity registered capital of any Group Company (other than (1) the increase of capital of any Group Company using the proceeds from the issuance and sale of the Series D Preferred Shares in accordance with Section 8.3 of the Purchase Agreement, and (2) the increase of capital of any Group Company by another Group Company which holds 100% equity in the first Group Company), or any transfer of the Equity Securities of any Group Company (other than (1) the transfer of Equity Securities of the Company which complies with the Right of First Refusal & Co-Sale Agreement or the Stock Incentive Plans, (2) the equity restructuring of Beijing Libite as described under the Purchase Agreement, and (3) the transfer or disposal of Padmasree’s shares pursuant to the Loan and Security Agreement); (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xiiviii) any change of the size or size, composition or the manner in which the directors are appointed voting arrangement of the board of directors of any Group CompanyCompany and the manner in which the directors of each Group Company are appointed, except in compliance with Section 9.1(i) above; (xiii1) establishment of any Subsidiary other than a Subsidiary that is wholly owned, directly or indirectly, by NIO Inc., or divestiture or sale of an interest in a Subsidiary; or (2) restatement or amendment to, or termination of, the Control Documents between Shanghai Nextev and NIO Technology, or (3) execution of, restatement or amendment to, or termination of, any control documents between Shanghai Nextev and Beijing Libite (or any other affiliate of the Company) which provide contractual control to Shanghai Nextev over Beijing Libite (or such affiliate of the Company) and allow Shanghai Nextev to consolidate the financial statements of Beijing Libite (or such affiliate of the Company) (except for (A) the equity restructuring and the execution of control documents with respect to Beijing Libite pursuant to Section 8.13 of the Purchase Agreement, and (B) any amendment and restatement to the control documents between Shanghai Nextev and Beijing Libite (or any other affiliate of the accounting policies, Accounting Standards Company) or change to the financial year Control Documents between Shanghai Nextev and NIO Technology solely resulted from the capital increase or equity transfer of Beijing Libite or NIO Technology (or any other affiliate of the Company) (as the case may be) which has been approved in accordance with this Section 10.1);; (x) any sale, transfer, assignment, license, mortgage or other disposition of, or the incurrence of any Lien on, a majority portion of the assets, properties, Intellectual Property, goodwill, Business of any Group CompanyCompany in excess of US$30,000,000 (individually or in aggregate in a series of related transactions in any financial year) (except for the transfer or license among Group Companies for management purpose or in the ordinary course of business); (xivxi) initiate any transfer of Prime Hubs Shares (as defined in the Purchase Agreement) by any Prime Hubs Grantee (as defined in the Purchase Agreement) to a Person other than Prime Hubs or settle any material litigationa Key Employee, arbitration officer, management personnel or other legal proceeding;director of the Group Companies (including the vehicle 100% owned or controlled by such Key Employee, officer or director); or (xvxii) any action that would hurt direct or indirect transfer by the rights or interests Founder of the Preferred Holders (based on reasonable judgment of such Preferred Holders); and (xvi) any action by a Equity Securities in any Group Company or any of its Affiliates to authorizethe Founder Vehicles, approve or enter into any agreement or obligation, or make any commitment to do so with respect to any action listed above. Notwithstanding anything except for (1) the transfer to the contrary contained herein, where any action listed Persons described in subsections (iSection 2.6(i) to (xviiii) requires the approval of the Shareholders in accordance with the applicable LawsRight of First Refusal & Co-Sale Agreement, and if (2) the Shareholders vote in favor transfer of such action but any Equity Securities of Beijing Libite for the approval purposes of individual foreign exchange registration of the Majority Holders has not yet been obtained Prime Hubs Grantees (in each case where requiredor any amendments thereto), and (3) subject to Section 2.1(vi) in the Majority Holders Right of First Refusal & Co-Sale Agreement, up to a separate and additional 1,500,000 Series A-1 Preferred Shares beneficially held by the Founder (directly or indirectly through the Founder Vehicles), provided that the third party transferee shall have, have executed a Deed of Adherence in such vote, the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of the resolution plus one.form attached hereto as Exhibit A.

Acts of the Group. Companies requiring Requiring Approval of the Majority HoldersPreferred Holders Majority. Notwithstanding Regardless of anything to the contrary else contained herein or in the Charter Documents of any Group Company, any no Group Company shall nottake, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the Parties (other than Tencent) shareholders of the Company shall cause each Group Companyprocure the Company not to, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by the Preferred Holders Majority Holdersin advance: (i) any repealmaterial change to the business scope, amendment, modification, waiver or change nature of business of any provision Group Company, or cessation of any Charter Documents business line of any Group Company; (ii) any amendmentDeemed Liquidation Event or any Share Sale or any merger, modification amalgamation, scheme or arrangement or consolidation of any Group Company with any Person; (iii) amendment or change of any the rights, preferences, privileges or powers of of, or the restrictions applicable to the Series A Preferred Shares or Series A-1 Preferred Shares, or any clause stipulating the foregoing amendment, modification or change being added, or any amendment, modification or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of shares having the effect of or may result in any rights, preferences, privileges or powers of the Preferred Shares being prejudiced; (iiiiv) creation, authorization, reclassification, repurchase, redemption cancellation or issuance of (A) any class or series of Equity Securities having rights, preferences, privileges or powers superior to or on a parity with for any Group Company except for (A) the Series A Preferred Shares, whether Share as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any provided by the Previous Purchase Agreement; (B) the Series A-1 Preferred Shares, whether Share as to liquidation, conversion, dividend, voting, redemption or otherwiseprovided by the Purchase Agreement, (B) any additional Preferred the Conversion Shares, or (C) any other Equity Securities of the Company except for issued pursuant to ESOP; (iv) any action that reclassifies any outstanding Shares; (vi) any purchase, repurchase, redemption or retirement of any Equity Security of any Group Company; (vii) any amendment or modification to any of the Charter Documents of any Group Company, other than amendments pursuant to and in compliance with Section 16.18 hereof; (viii) the Conversion Shares appointment, removal or (ii) the issuance change to the Auditor or repurchase of Ordinary Shares (or options or warrants) under the ESOP approved by the Board, or (D) any Equity Securities auditors of any other Group Company; (iv) any increase or decrease in the authorized number of the Preferred Shares, or any series thereof, or the authorized number of Ordinary Shares; (v) any Deemed Liquidation Event or Trade Sale; (viix) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity of any Group Company; (viii) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any Group Company; (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xii) any change of the size or composition or the manner in which the directors are appointed of the board of directors of any Group Company except as otherwise required herby; (xi) any increase or decrease in the authorized or issued and outstanding Shares, or any series thereof; (xii) the entry into any transaction or series of related transactions that, dispose or dilute the Company’s interest, directly or indirectly, in any other Group Company; (xiii) sale, transfer, lease, assignment, incurrence of any amendment Lien, parting with or disposal by any Group Company, whether directly or indirectly, of any property, assets or business of such Group Company other than in the accounting policies, Accounting Standards or change to the financial year ordinary course of business; (xiv) any public offering of any Equity Securities of any Group Company; (xivxv) initiate the formation of any committee of the board of directors of any Group Company and any changes to the powers or settle scope of business of any material litigation, arbitration or other legal proceedingsuch committee; (xvxvi) the commencement or settlement of litigation involving the Company or any Group Company where the amount in dispute is more than US$50,000; (xvii) any action that would hurt the rights other actions or interests transaction out of the Preferred Holders (based on reasonable judgment ordinary course of such Preferred Holders)business of the Company; andor (xvixviii) any action by a Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so obligation with respect to any action listed above. Notwithstanding anything to the contrary contained herein, where any action act listed in subsections clauses (i) to through (xvixviii) requires the approval of the Shareholders shareholders of the Company in accordance with the applicable Laws, and if the Shareholders shareholders vote in favor of such action act but the approval of the Preferred Holders Majority Holders has not yet been obtained (in each case where required)obtained, the Preferred Holders Majority Holders shall have, in such vote, the voting rights equal to the aggregate voting power of all the Shareholders shareholders of the Company who voted in favor of the resolution plus one.

Acts of the Group. Companies requiring Requiring Approval of the Majority Requisite Series C Holders. Notwithstanding anything else contained herein, no Group Company shall, prior to the contrary contained herein earlier of the consummation of the Subject IPO or in an alternative Qualified IPO approved by the Charter Documents Board with the affirmative vote of the Preferred Directors, take, permit to occur, approve, authorize, or agree to commit to do any Group Companyof the following, any and each Party shall procure such Group Company shall notnot to, and the Parties (other than Tencent) shareholders of the Company shall cause each Group Companyprocure the Company not to, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in accordance with applicable Law and in advance in writing by the Majority Holders:Requisite Series C Holders (which approval will not be unreasonably withheld, delayed or conditioned by any holder of Series C Preferred Shares): (i) any repeal, amendment, modification, waiver amendment or change of any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series C Preferred Shares issued by the Company, or any action that could adversely affect the rights of the holders of Series C Preferred Shares (other than as necessary in consummation of the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series C Preferred Shares); (ii) increase, reduce or cancel the authorized or issued share capital of any such Group Company, 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, grant, issue or reserve for issuance any options, warrants or rights which may require the issue of shares in the future, or do any clause stipulating the foregoing amendment, modification or change being added, or any amendment, modification or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of shares having act which has the effect of diluting or may result reducing the effective shareholding of any Shareholder in any rights, preferences, privileges such Group Companies (other than (x) as necessary in consummation of the Subject IPO or powers an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Shares being prejudicedDirectors and as would not have a material adverse impact on the Series C Preferred Shares, and (y) options, warrants or other convertible securities the aggregate number of which does not exceed two percent (2%) of the outstanding share capital of the Company (calculated on an as-converted to Ordinary Share basis) issued to strategic partners, vendors or advisors in connection with initiatives by the Company which are not fund-raising in nature); (iii) creationany action that authorizes, authorization, reclassification, repurchase, redemption creates or issuance of issues shares (Aor reclassifies any outstanding shares into shares) any class or series of Equity Securities having rights, preferences, privileges or powers superior senior to or on a parity with any Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any the Series C Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, (B) any additional Preferred Shares, (C) any other Equity Securities of the Company except for (i) the Conversion Shares or (ii) the issuance or repurchase of Ordinary Shares (or options or warrants) under the ESOP approved by the Board, or (D) any Equity Securities of any other Group Company; (iv) any increase purchase, repurchase, redemption or decrease in retirement of any Equity Security of any such Group Company other than the authorized number purchase, repurchase or redemption of the Preferred Shares, or any series thereof, or Shares pursuant to the authorized number Memorandum and Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares); (v) any Deemed Liquidation Event amendment or Trade Salemodification to or waiver under any of the Charter Documents of any such Group Company (other than as necessary in consummation of the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series C Preferred Shares); (vi) any declaration, set aside or payment of a dividend or other distribution by any such Group Company except for any distribution or dividend with respect to which the sole recipient of any proceeds therefrom is the Company or any wholly-owned subsidiary of the Company, or the adoption of, or any change to, the dividend policy of any such Group Company; (vii) any sale, transfer, or other disposal of, or the incurrence of any Lien on, any substantial part of any assets (tangible or intangible), including without limitation any trademarks, patents or other Intellectual Property, of any such Group Company, but excluding any licensing of Intellectual Property by any Group Company; (viii) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganizationreorganization (other than reorganization as necessary in the consummation of the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series C Preferred Shares), or arrangement of any of the such Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (viiix) any salematerial change to the business scope, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal nature of business of any share capital, share such Group Company (including the acquisition or equity the entry into any new business or formation of any joint venture or any Subsidiary representing, in each instance, an aggregate investment or expenditure by the Group Company; (viiiof an amount exceeding US$2,500,000 in value) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization cessation of any Group Company, or issue or sale business line of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any such Group Company; (x) any change of dividend policy the size or composition of the board of directors of any such Group Company, or any declaration, set aside or payment of any dividend by any Group CompanyCompany other than changes pursuant to and in compliance with Section 9 hereof; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, licensedivestiture, sale or transfer reduction by any such Group Company of an interest in a Subsidiary; any material goodwill of any investment by an such Group Company in another Person other than a Group Company; (xii) the appointment or removal of the auditors for any such Group Company, or the change of the size or composition or the manner in which the directors are appointed term of the board of directors of fiscal year for any such Group Company; (xiii) any amendment public offering of any Equity Securities of any such Group Company (other than the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the accounting policies, Accounting Standards or change to the financial year of any Group CompanyPreferred Directors); (xiv) initiate any Deemed Liquidation Event or settle any material litigationmerger, arbitration amalgamation, petition or application in any jurisdiction to adopt a scheme of arrangement, consolidation, reorganization, reclassification, split-off, spin-off, conversion, business combination or other legal proceedingtransaction of similar nature involving any such Group Company with any Person, or the purchase or other acquisition by any such Group Company of all or substantially all of the assets, equity or business of another Person (other than in connection with restructuring or reorganization of the Group Companies as necessary in consummation of with the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series C Preferred Shares); (xv) issue, allot, or sell any action bonds, debentures or other debt securities, together with any other bonds, debentures or debt securities issued, allotted or sold in the same fiscal year, that would hurt the rights or interests of the Preferred Holders (based on reasonable judgment of such Preferred Holders); andexceed US$2,000,000; (xvi) capital expenditures by the Group in any transaction where the contract value exceeds US$2,000,000; (xvii) creation, incurrence or assumption by any such Group Company of Indebtedness of more than US$2,000,000; (xviii) the adoption, amendment or termination of any ESOP or any other share option, equity incentive, purchase or participation plan of any of the Group Companies; or (xix) any action by a any such Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so obligation with respect to any action listed above. Notwithstanding anything to the contrary contained herein, where any action act listed in subsections (i) to (xvixiv) or (xix) above requires the approval of the Shareholders shareholders of the Company in accordance with the applicable Laws, and if the Shareholders shareholders vote in favor of such action act but the approval of the Majority Requisite Series C Holders has not yet been obtained (in each case where required)obtained, the Majority such Requisite Series C Holders shall have, in such vote, the voting rights equal to the aggregate voting power of all the Shareholders shareholders of the Company who voted in favor of the resolution plus one.

Acts of the Group. Companies requiring Requiring Approval of the Majority Series A Preferred Holders and Series B Preferred Holders. Notwithstanding Regardless of anything to the contrary else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company shall notto, and the Parties (other than Tencent) shareholders of the Company shall cause each Group Company, not permit the Company to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by the Majority Holdersholders of two thirds of the voting power of the outstanding Series A Preferred Shares and Series B Preferred Shares (voting as a single class on an as-converted basis) in advance: (i) any repeal, amendment, modification, waiver amendment or change of any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any the rights, preferences, privileges or powers of of, or the restrictions provided for the benefit of, the Series A Preferred Shares or the Series B Preferred Shares, or any clause stipulating the foregoing amendment, modification or change being added, or any amendment, modification or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of shares having the effect of or may result in any rights, preferences, privileges or powers of the Preferred Shares being prejudiced; (iiiii) creationany action that authorizes, authorization, reclassification, repurchase, redemption creates or issuance of issues (A) any class or series of Equity Securities of any Group Company having rights, preferences, privileges or powers superior to or on a parity with any the Series A Preferred Shares or the Series B Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or (B) any other Equity Securities convertible into, exchangeable for, or exercisable of any Group Company except for the Conversion Shares; (iii) any action that reclassifies any outstanding shares into any Equity Securities shares having rights, preferences, privileges or powers superior senior to or on a parity with any the Series A Preferred Shares or the Series B Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption redemption, or otherwise, (B) any additional Preferred Shares, (C) any other Equity Securities of the Company except for (i) the Conversion Shares or (ii) the issuance or repurchase of Ordinary Shares (or options or warrants) under the ESOP approved by the Board, or (D) any Equity Securities of any other Group Company; (iv) any increase or decrease in the authorized number of the Preferred Shares, or any series thereof, or the authorized number of Ordinary Shares; (v) any Deemed Liquidation Event or Trade Sale; (vi) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity of any Group Company; (viii) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any Group Company; (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xii) any change of the size or composition or the manner in which the directors are appointed of the board of directors of any Group Company; (xiii) any amendment of the accounting policies, Accounting Standards or change to the financial year of any Group Company; (xiv) initiate or settle any material litigation, arbitration or other legal proceeding; (xv) any action that would hurt the rights or interests of the Preferred Holders (based on reasonable judgment of such Preferred Holders); and (xvi) any action by a Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so with respect to any action listed above. Notwithstanding anything to the contrary contained herein, where any action listed in subsections (i) to (xvi) requires the approval of the Shareholders in accordance with the applicable Laws, and if the Shareholders vote in favor of such action but the approval of the Majority Holders has not yet been obtained (in each case where required), the Majority Holders shall have, in such vote, the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of the resolution plus one.

Acts of the Group. Companies requiring Requiring Approval of the Majority Requisite Series B Holders. Notwithstanding anything else contained herein, no Group Company shall, prior to the contrary contained herein earlier of the consummation of the Subject IPO or in an alternative Qualified IPO approved by the Charter Documents Board with the affirmative vote of the Preferred Directors , take, permit to occur, approve, authorize, or agree to commit to do any Group Companyof the following, any and each Party shall procure such Group Company shall notnot to, and the Parties (other than Tencent) shareholders of the Company shall cause each Group Companyprocure the Company not to, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in accordance with applicable Law and in advance in writing by the Majority Holders:Requisite Series B Holders (which approval will not be unreasonably withheld, delayed or conditioned by any holder of Series B Preferred Shares): (i) any repeal, amendment, modification, waiver amendment or change of any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series B Preferred Shares issued by the Company, or any action that could adversely affect the rights of the holders of Series B Preferred Shares (other than as necessary in consummation of the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series B Preferred Shares); (ii) increase, reduce or cancel the authorized or issued share capital of any such Group Company, 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, grant, issue or reserve for issuance any options, warrants or rights which may require the issue of shares in the future, or do any clause stipulating the foregoing amendment, modification or change being added, or any amendment, modification or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of shares having act which has the effect of diluting or may result reducing the effective shareholding of any Shareholder in any rights, preferences, privileges such Group Companies (other than (x) as necessary in consummation of the Subject IPO or powers an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Shares being prejudicedDirectors and as would not have a material adverse impact on the Series B Preferred Shares, and (y) options, warrants or other convertible securities the aggregate number of which does not exceed two percent (2%) of the outstanding share capital of the Company (calculated on an as-converted to Ordinary Share basis) issued to strategic partners, vendors or advisors in connection with initiatives by the Company which are not fund-raising in nature); (iii) creationany action that authorizes, authorization, reclassification, repurchase, redemption creates or issuance of issues shares (Aor reclassifies any outstanding shares into shares) any class or series of Equity Securities having rights, preferences, privileges or powers superior senior to or on a parity with any Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges or powers superior to or on a parity with any the Series B Preferred Shares, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, (B) any additional Preferred Shares, (C) any other Equity Securities of the Company except for (i) the Conversion Shares or (ii) the issuance or repurchase of Ordinary Shares (or options or warrants) under the ESOP approved by the Board, or (D) any Equity Securities of any other Group Company; (iv) any increase purchase, repurchase, redemption or decrease in retirement of any Equity Security of any such Group Company other than the authorized number purchase, repurchase or redemption of the Preferred Shares, or any series thereof, or Shares pursuant to the authorized number Memorandum and Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares); (v) any Deemed Liquidation Event amendment or Trade Salemodification to or waiver under any of the Charter Documents of any such Group Company (other than as necessary in consummation of the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series B Preferred Shares); (vi) any declaration, set aside or payment of a dividend or other distribution by any such Group Company except for any distribution or dividend with respect to which the sole recipient of any proceeds therefrom is the Company or any wholly-owned subsidiary of the Company, or the adoption of, or any change to, the dividend policy of any such Group Company; (vii) any sale, transfer, or other disposal of, or the incurrence of any Lien on, any substantial part of any assets (tangible or intangible), including without limitation any trademarks, patents or other Intellectual Property, of any such Group Company, but excluding any licensing of Intellectual Property by any Group Company; (viii) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganizationreorganization (other than reorganization as necessary in the consummation of the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series B Preferred Shares), or arrangement of any of the such Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (viiix) any salematerial change to the business scope, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal nature of business of any share capital, share such Group Company (including the acquisition or equity the entry into any new business or formation of any joint venture or any Subsidiary representing, in each instance, an aggregate investment or expenditure by the Group Company; (viiiof an amount exceeding US$2,500,000 in value) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization cessation of any Group Company, or issue or sale business line of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any such Group Company; (x) any change of dividend policy the size or composition of the board of directors of any such Group Company, or any declaration, set aside or payment of any dividend by any Group CompanyCompany other than changes pursuant to and in compliance with Section 9 hereof; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, licensedivestiture, sale or transfer reduction by any such Group Company of an interest in a Subsidiary; any material goodwill of investment by any such Group Company in another Person other than a Group Company; (xii) the appointment or removal of the auditors for any such Group Company, or the change of the size or composition or the manner in which the directors are appointed term of the board of directors of fiscal year for any such Group Company; (xiii) any amendment public offering of any Equity Securities of any such Group Company (other than the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the accounting policies, Accounting Standards or change to the financial year of any Group CompanyPreferred Directors); (xiv) initiate any Deemed Liquidation Event or settle any material litigationmerger, arbitration amalgamation, petition or application in any jurisdiction to adopt a scheme of arrangement, consolidation, reorganization, reclassification, split-off, spin-off, conversion, business combination or other legal proceedingtransaction of similar nature involving any such Group Company with any Person, or the purchase or other acquisition by any such Group Company of all or substantially all of the assets, equity or business of another Person (other than in connection with restructuring or reorganization of the Group Companies as necessary in consummation of with the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors and as would not have a material adverse impact on the Series B Preferred Shares); (xv) issue, allot, or sell any action bonds, debentures or other debt securities, together with any other bonds, debentures or debt securities issued, allotted or sold in the same fiscal year, that would hurt the rights or interests of the Preferred Holders (based on reasonable judgment of such Preferred Holders); andexceed US$2,000,000; (xvi) capital expenditures by the Group in any transaction where the contract value exceeds US$2,000,000; (xvii) creation, incurrence or assumption by any such Group Company of Indebtedness of more than US$2,000,000; (xviii) the adoption, amendment or termination of any ESOP or any other share option, equity incentive, purchase or participation plan of any of the Group Companies; or (xix) any action by a any such Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so obligation with respect to any action listed above. Notwithstanding anything to the contrary contained herein, where any action act listed in subsections (i) to (xvixiv) or (xix) above requires the approval of the Shareholders shareholders of the Company in accordance with the applicable Laws, and if the Shareholders shareholders vote in favor of such action act but the approval of the Majority Requisite Series B Holders has not yet been obtained (in each case where required)obtained, the Majority such Requisite Series B Holders shall have, in such vote, the voting rights equal to the aggregate voting power of all the Shareholders shareholders of the Company who voted in favor of the resolution plus one.

Acts of the Group. Companies requiring Requiring Approval of the Majority HoldersSupermajority Preferred Holders and the Didi Principal Holding Company. Notwithstanding anything else to the contrary contained herein or in the Charter Documents of any Group Company, any no Group Company shall not, and the Parties (other than Tencent) shall cause each Group Company, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by (i) the Majority HoldersSupermajority Preferred Holders and (ii) the Didi Principal Holding Company: (ia) subject to any repealapplicable restriction in the Memorandum and Articles, amendment, modification, waiver any adverse amendment or change of any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any the rights, preferences, privileges privileges, powers, limitations or powers restrictions of the Preferred Sharesor concerning, or the limitations or restrictions provided for the benefit of any clause stipulating Preferred Shares in issue; notwithstanding the foregoing amendmentand for the avoidance of doubt, modification any such amendment or change being added, or any amendment, modification or change in regard to the variation of any rights, powers or benefit rights attached to the Ordinary Shares one or other more specific classes or series of shares having shall require the effect of or may result consent in any rights, preferences, privileges or powers writing of the Preferred Shares being prejudicedholders of at least two-thirds (2/3) of the issued and outstanding shares of such classes or series and shall not be subject to the approval requirements under this subsection (a); (iiib) creationany action that authorizes, authorization, reclassification, repurchase, redemption creates or issuance of issues (A) any class or series of Equity Securities having rights, preferences, privileges privileges, powers, limitations or powers restrictions superior to or on a parity with any the Preferred SharesShares in issue, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges privileges, powers, limitations or powers restrictions superior to or on a parity with any Preferred SharesShares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, or (B) any additional Preferred Shares, (C) any other Equity Securities of the Company any Group Company, except for (i) the Conversion Shares, (ii) the issuances of any Equity Securities in accordance with the terms of the Series A-11 Warrant upon the exercise thereof or pursuant to the Share Incentive Plans, and (iii) the issuances of Series A-18 Preferred Shares up to the number authorized under the Memorandum and Articles; (c) any action that reclassifies any outstanding shares into shares having rights, preferences, privileges, powers, limitations or restrictions senior to or on a parity with any Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise; (d) any purchase, repurchase, redemption or retirements of any Equity Security of any Group Company other than (i) Exempted Distributions (as defined in the Memorandum and Articles), (ii) any purchase, repurchase, redemption or retirements of any Equity Securities of any Group Company held by an employee of any Group Company provided that such purchase, repurchase, redemption or retirements shall have been approved by the Board, (iii) the repurchase of Equity Securities of the Company authorized concurrently with the authorization of issuance of Series A-18 Preferred Shares, (iv) the repurchase of Equity Securities of the Company pursuant to the terms of the share purchase agreement dated April 17, 2017, by and among Softbank, the Company and certain other parties named therein, and (v) any redemption pursuant to Article 8.5 of the Memorandum and Articles; (e) any amendment or modification to or waiver under any of the Charter Documents of any Group Company, other than amendments to resolve any conflict or inconsistency with this Agreement in accordance with the terms of this Agreement; (f) any declaration, set aside or payment of a dividend or other distribution by any Group Company, or the adoption of, or any change to, the dividend policy of any Group Company; (g) (i) the merger, amalgamation or consolidation of the Company or any Group Company with any Person, or (ii) the issuance purchase or repurchase of Ordinary Shares other acquisition by any Group Company (whether individually or options in combination with the Company or warrants) under the ESOP approved by the Board, or (D) any Equity Securities of any other Group Company) of all or substantially all of the assets, equity or business of another Person, which in either case of (i) or (ii), involves consideration or contract value in excess of US$25,000,000 in a single transaction; (ivh) any increase or decrease in the authorized number of the Preferred Sharessale, transfer, lease, or any series thereofother disposal of, or the authorized number incurrence of Ordinary Sharesany Lien on, any substantial assets of any Group Company, which is a Deemed Liquidation Event as defined in the Memorandum and Articles; (vi) any Deemed Liquidation Event sale, transfer, grant of an exclusive license, or Trade Saleother disposal of, or the incurrence of any Lien on, the intellectual property of any Group Company that are outside the ordinary course of business; (vij) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity of any Group Company; (viii) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any Group Company; (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xiik) any change of the size or composition or the manner in which the directors are appointed of the board of directors of any Group Company; (xiiil) any amendment increase or decrease in the authorized number of Preferred Shares or Ordinary Shares or any series thereof (except pursuant to any conversion of such Preferred Shares in accordance with Article 8.3 of the accounting policiesMemorandum and Articles); (m) any liquidation, Accounting Standards dissolution or change to the financial year winding up of any Group Company, including without limitation any Deemed Liquidation Event or any Share Sale; (xivn) initiate any issuance of Equity Securities by a Subsidiary or settle a controlled Affiliate of any material litigationGroup Company, arbitration or other legal proceedingexcept as contemplated in the Transaction Documents; (xvo) any action that would hurt change in the rights or interests equity ownership of the Preferred Holders Didi Domestic Company or Kuaidi Domestic Company or any amendment or modification to or waiver of any terms of the Control Documents, except (based on reasonable judgment i) as contemplated in the Transaction Documents, or (ii) to the extent necessary to enable a Key Employee to comply with SAFE registration or reporting requirements under the SAFE Rules and Regulations in connection with his or her exercise of options awards, provided that such Preferred Holders)Key Employee shall, concurrently with such change, amendment, modification or waiver, as applicable, execute and deliver all necessary Control Documents to maintain the Captive Structure; andor (xvip) any action by a Group Company or any of its Affiliates (if applicable) to authorize, approve or enter into any agreement or obligation, or make any commitment to do so obligation with respect to any action of the actions listed above. Notwithstanding anything to the contrary contained hereinin this provision, where any action act listed in subsections (i) to (xvi) above requires the approval of the Shareholders of the Company in accordance with the applicable LawsCayman Islands Companies Law, and if the Shareholders vote in favor of such action act but the holders of Shares who are entitled to the right of additional prior consent have delivered a written notice of disapproval to the Company pursuant thereto, then such disapproving Shareholders who are entitled to the additional approval of the Majority Holders has not yet been obtained (in each case where required), the Majority Holders shall havevotes shall, in such vote, the voting rights have such number of votes as equal to the aggregate voting power number of all votes of the Shareholders who voted in favor of the resolution such act plus one. The rights of the Didi Principal Holding Company under Section 10.1 above shall terminate in the event that (i) Xx. XXXXX Wei ceases to Control the Didi Principal Holding Company or (ii) the Didi Principal Holding Company sells, assigns, transfers, pledges, hypothecates, or otherwise encumbers or disposes of an aggregate number of Shares which exceeds fifty percent (50%) of the Shares held by the Didi Principal Holding Company on the Kuaidi Merger Effective Date to any Person who is not an Affiliate of Xx. XXXXX Wei or the Didi Principal Holding Company.

Acts of the Group. Companies requiring Requiring Approval of the Majority Requisite Preferred Holders. Notwithstanding Regardless of anything to the contrary else contained herein or in the Charter Documents of any Group Company, any no Group Company shall nottake, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the Parties (other than Tencent) shareholders of the Company shall cause each Group Companyprocure the Company not to, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by the Majority Holders: Requisite Preferred Holders in advance; provided that (i) if any repeal, amendment, modification, waiver of the following affects adversely the Series C Preferred Shares specifically or change of affects adversely the Series C Preferred Shares differently from any provision of any Charter Documents of any Group Company; (ii) any amendment, modification or change of any rights, preferences, privileges or powers other series of the Preferred Shares, or such approval shall also include the approval of the holders of at least a majority of the then-outstanding Series C Preferred Shares, (ii) if any clause stipulating of the foregoing amendmentfollowing affects adversely the Series B Preferred Shares differently from any other series of the Preferred Shares, modification or change being addedsuch approval shall also include the approval of the holders of a majority of the then-outstanding Series B Preferred Shares, or and (iii) if any amendmentof the following affects adversely any series of Series A Preferred Shares differently from any other series of the Preferred Shares, modification such approval shall also include the approval of the holders of a majority of the then-outstanding Series A Preferred Shares (voting together as a single class and on an as-converted basis): (a) any adverse amendment or change of any rights, powers or benefit attached to the Ordinary Shares or other classes or series of shares having the effect of or may result in any rights, preferences, privileges privileges, powers, limitations or powers restrictions of or concerning, or the limitations or restrictions provided for the benefit of, any series of Preferred Shares being prejudicedin issue; (iiib) creationany action that authorizes, authorization, reclassification, repurchase, redemption creates or issuance of issues (A) any class or series of Equity Securities having rights, preferences, privileges privileges, powers, limitations or powers restrictions superior to or on a parity with any series of Preferred SharesShares in issue, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges privileges, powers, limitations or powers restrictions superior to or on a parity with any series of Preferred SharesShares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, or (B) any additional Preferred Shares, (C) any other Equity Securities of the any Group Company except for (i1) the Conversion Shares or Shares, (ii2) the issuance or repurchase of Ordinary Shares Equity Securities issued pursuant to the Purchase Agreement, and (or options or warrants3) under the ESOP approved by Equity Securities issued pursuant to the Board, or ESOP; (Dc) any Equity Securities action that reclassifies any outstanding shares into shares having rights, preferences, privileges, powers, limitations or restrictions senior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise; (d) any purchase, repurchase, redemption or retirements of any Equity Security of any Group Company other than Exempted Distributions (as defined in the Memorandum and Articles); (e) any amendment or modification to or waiver under any of the Charter Documents of any Group Company; (ivf) any increase declaration, set aside or decrease in payment of a dividend or other distribution by any Group Company, or the authorized number of the Preferred Sharesadoption of, or any series thereofchange to, the dividend policy of any Group Company; (g) the merger, amalgamation or consolidation of the Company or any Group Company with any Person, or the authorized number purchase or other acquisition by any Group Company (whether individually or in combination with the Company or any other Group Company) of Ordinary Sharesall or substantially all of the assets, equity or business of another Person; (vh) any Deemed Liquidation Event sale, transfer, lease, or Trade Saleother disposal of, or the incurrence of any Lien on, any substantial assets of any Group Company (other than Liens incurred in the ordinary course of the Company’s business); (vii) any sale, transfer, grant of an exclusive license, or other disposal of, or the incurrence of any Lien on, the Intellectual Property of any Group Company; (j) the commencement of or consent to any proceeding seeking (i) to adjudicate it as bankrupt or insolvent, (ii) liquidation, winding up, dissolution, reorganization, or arrangement of any of the Group Companies under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (iii) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (vii) any sale, transfer, pledge, purchase, repurchase, redemption, retirements or otherwise disposal of any share capital, share or equity of any Group Company; (viii) any increase, reduction, cancellation, redemption, repurchase or change of the authorized or issued share capital or capitalization of any Group Company, or issue or sale of any share, equity or depositary receipt of any Group Company; (ix) the undertaking of any voluntary dissolution or liquidation thereof or any reclassification or recapitalization of the outstanding equity capital of any Group Company; (x) any change of dividend policy of any Group Company, or any declaration, set aside or payment of any dividend by any Group Company; (xi) the disposal of any material Intellectual Property or assets of any Group Company, and the disposal, license, sale or transfer of any material goodwill of any Group Company; (xiik) any change of the size or composition or the manner in which the directors are appointed of the board of directors of any Group Company; (xiiil) any amendment of the accounting policiesinvestment in, Accounting Standards establishment of, or change to the financial year of divestiture or sale or pledge or mortgage by any Group CompanyCompany of an interest in a Subsidiary; (xivm) initiate any increase or settle decrease in the authorized number of Preferred Shares or Ordinary Shares or any material litigation, arbitration or other legal proceedingseries thereof (except pursuant to any conversion of such Preferred Shares in accordance with Article 8.3 of the Memorandum and Articles); (xvn) any action that would hurt Deemed Liquidation Event or any Share Sale; (o) any increase or decrease in the rights number of Shares reserved for issuance under the ESOP or interests other equity incentive plan of the Preferred Holders (based on reasonable judgment of such Preferred Holders)Company; andor (xvip) any action by a Group Company or any of its Affiliates to authorize, approve or enter into any agreement or obligation, or make any commitment to do so obligation with respect to any action of the actions listed above. Notwithstanding anything to the contrary contained herein, where any action act listed in subsections clauses (ia) to through (xvip) above requires the approval of the Shareholders shareholders of the Company in accordance with the applicable Laws, and if the Shareholders shareholders vote in favor of such action act but the approval of the Majority Requisite Preferred Holders has not yet been obtained (obtained, then the Requisite Preferred Holders in each case where required), the Majority Holders shall haveaggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders shareholders who voted in favor of the resolution such act plus one.