Common use of Amendment of Rights Clause in Contracts

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series C Preferred Shares then outstanding and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares and their respective assigns.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series C B Preferred Shares, by Persons or entities holding at least fifty percent (50%) a majority of the Series C B Preferred Shares then outstanding and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; and (iii) as to the holders of Series B A Preferred Shares, by Persons or entities holding at least two-third thirds (2/3) of the Series B A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares and Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (viiiv) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiiv) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon the Company, Series C Preferred Shareholders, the holders of Series B Preferred Shareholders, Series A+ Preferred Shareholders, Shares and Series A Preferred ShareholdersShares, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, the holders of Series Seed Preferred ShareholdersShares, the holders of Ordinary Shares and their respective assigns; provided, however, that any amendment to this Agreement which adversely affects any holder of Series B Preferred Shares and Series A Preferred Shares or Series Seed Preferred Shares in a manner disproportionally different than the other holders of Preferred Shares will not be effected, against such holder of Series B Preferred Shares and Series A Preferred Shares or Series Seed Preferred Shares without such holder’s consent. Notwithstanding the foregoing, the rights under Section 1.2(a) or any section that require the approval of each Series A Director then in office, if any, shall not be amended or waived without the prior written consent of GGV and Phoenix.

Amendment of Rights. Any provision in of this Agreement may be ------------------- amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding shares of Series A Stock and/or Series B Stock and/or Series C Stock and/or Series D Stock and/or Conversion Stock representing and/or convertible into sixty percent (60%) of all the Investors' Shares (as defined below); provided, however, any -------- ------- such amendment or waiver shall be equally applicable to all Investors; provided, -------- further, that it is acknowledged that the effect or implication of an amendment ------- or waiver may be different for different Investors. Notwithstanding the foregoing, (i) as the piggyback registration rights granted to the Company, only by Stockholders and Warrant Holders under Section 2 of this Agreement may not be eliminated or materially and adversely changed without the Company; (ii) as to written consent of persons holding a majority of the holders of Series C Preferred Stockholders' Shares and Warrant Shares, by Persons or entities holding at least fifty percent (50%) of the Series C Preferred Shares then outstanding and their permitted assigns voting as one group; provided, however, that any holder the grant to third parties of Series C Preferred piggyback registration -------- ------- rights under Section 2.3 hereof on a pari passu basis with the piggyback registration rights of the Stockholders' Shares may waive any and Warrant Shares under Section 2.3 shall not be deemed to be a material and adverse change to the piggyback registration rights of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assignsStockholders and Warrant Holders under this Agreement; and (iiiii) as the Form S-3 registration right granted to the holders of Registrable Securities issued or issuable upon conversion of the Series B Preferred SharesD Stock, by Persons or entities holding at least two-third pursuant to clause (2/3ii) of the Series B Preferred Shares then outstanding first paragraph of Section 2.4 herein, may not be eliminated or materially and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder adversely changed without obtaining the written consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities persons holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares Registrable Securities issued or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority issuable upon conversion of the Series Seed Preferred Shares then outstanding and their permitted assigns; providedD Stock. As used herein, howeverthe term "Investors' Shares" ----------------- shall mean, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoingcollectively, (a) Sections 1.2(a)(ithe shares of Common Stock then issuable upon conversion of (i) all then outstanding shares of Series A Stock issued under the Series A Agreement, (ii) all then outstanding shares of Series B Stock issued under the Series B Agreement, (iii) all then outstanding shares of Series C Stock issued under the Series C Agreement and 7 may not be amended (iv) all then outstanding shares of Series D Stock issued under the Series D Agreement; and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and all then outstanding shares of Conversion Stock that were issued upon the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder conversion of any particular series shares of Preferred Shares of Series A Stock, Series B Stock, Series C Stock or Series D Stock issued under the Company if such amendment Series A Agreement, Series B Agreement, Series C Agreement or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the CompanySeries D Agreement, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investorrespectively. Any amendment or waiver effected in accordance with this Section 5.2 4.2 shall be binding upon each Investor, each Stockholder, each Holder, each permitted successor or assignee of such Investor or Holder and the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares and their respective assigns.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series C Preferred Shares then outstanding and their permitted assigns Required Holders; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, howeverprovided further, that any amendment or waiver that affects any holder of Series B Preferred Shares may waive any in a disproportionate and adverse manner than the effect of its rights hereunder without obtaining the consent of such amendment or waiver on any other holders of Series B Preferred Shares or their assigns; shall require the written consent of the holder so disproportionately and adversely affected, and (ivii) as to the holders of Series A+ Preferred Shares any amendment that may have a disproportionate and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated adverse effect on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons persons or entities holding at least a majority of the Ordinary Shares then outstanding and their assignsOrdinary Shares; provided, however, provided that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holder of Ordinary Shares; provided further, that any amendment or waiver that affects any holder of Ordinary Shares in a disproportionate and adverse manner than the effect of such amendment or waiver on all other holders of Ordinary Shares or their assigns. Notwithstanding shall require the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBCthe holder so disproportionately and adversely affected; provided further, (b) Sections 1.2(a)(ii) and 7 may that the consent of the holders of Ordinary Shares shall not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no required for any amendment or waiver shall be effective or enforceable in respect that does not apply to the holders of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named InvestorOrdinary Shares. Any amendment or waiver effected in accordance with this Section 5.2 6.1 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, each shareholder of the holders of Ordinary Shares Company and their respective assigns. Notwithstanding anything to the contrary set forth herein, any amendment, waiver or termination of Section 2.13 of this Agreement that adversely affects any Major Investor will not be effective as it relates to such Major Investor without the prior written consent of such Major Investor. Notwithstanding anything to the contrary set forth herein, in the event that (i) any rights of a Major Investor to purchase New Equity Securities are waived with respect to a particular offering of New Equity Securities without such Major Investor’s prior written consent or execution of such waiver (a “Waived Investor”) and (ii) any other Major Investor that participated in waiving such rights (a “Waiving Investor”) actually purchases New Equity Securities in such offering, then each Waived Investor shall have the right, irrespective of such waiver, to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full Pro Rata Share of such New Equity Securities as such Waived Investor would have otherwise had the right to purchase pursuant to Section 3 of this Agreement.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of the Series Seed-A Preferred Shares, by the holders of at least a majority of the then outstanding Series Seed-A Preferred Shares; (iii) as to the holders of the Series Seed-B Preferred Shares, the holders of at least a majority of the then outstanding Series Seed-B Preferred Shares; (iv) as to the holders of the Series Seed-C Preferred Shares, by Persons or entities holding the holders of at least fifty percent a majority of the then outstanding Series Seed-C Preferred Shares; (50%v) as to the holders of the Series C A-1 Preferred Shares Shares, the holders of at least a majority of the then outstanding and their permitted assigns Series A-1 Preferred Shares; (vi) as to the holders of the Series A-2 Preferred Shares, the holders of at least a majority of the then outstanding Series A-2 Preferred Shares; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3holder(s) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiivii) as to the holders of Ordinary Shares, by Persons persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing; provided further that, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBCif any amendment, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunweiwaiver, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment discharge or waiver shall be effective or enforceable termination operates in respect of a manner that treats any holder of any particular series of the Series Seed-B or Series Seed-C Preferred Shares different from other holders of the Company if such amendment Series Seed-B or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Series Seed-C Preferred Shares or imposes additional obligations on any holder of the CompanySeries Seed-B or Series Seed-C Preferred Shares, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investorholder of the Series Seed-B or Series Seed-C Preferred Shares shall also be required for such amendment, waiver, discharge or termination. Any amendment or waiver effected in accordance with this Section 5.2 7.2 shall be binding upon the Company, Series C the holders of the Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred ShareholdersShares, the holders of Ordinary Shares and their respective assigns.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders Investors, only by the Shareholders holding at least two thirds (2/3) of the outstanding Series A Shares, the Shareholders holding at least a majority of the outstanding Series A-1 Shares, the Shareholders holding at least a majority of the outstanding Series B Preferred Shares, the Shareholders holding at least a majority of the outstanding Series C Preferred Shares, by Persons or entities the Shareholders holding at least fifty percent (50%) a majority of the outstanding Series C D Preferred Shares, the Shareholders holding at least a majority of the outstanding Series E Preferred Shares, the Shareholders holding at least a majority of the outstanding Series F Preferred Shares, the Shareholders holding at least a majority of the outstanding Series G Preferred Shares then and the Shareholders holding at least a majority of the outstanding Series G+ Preferred Shares, respectively and their permitted assigns ; each voting as a separate class, provided, however, that any holder of Series C Preferred Shares Investor may waive any of its own rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assignsInvestor; and (iii) as to the holders of Series B Preferred the Ordinary Shares, by Persons or entities the Shareholders holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its own rights hereunder without obtaining the consent of any other holders holder of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named InvestorShares. Any amendment or waiver effected in accordance with this Section 5.2 10.2 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares parties hereto and their respective assignspermitted transferees, assignees and successors in interest; provided that a copy of the final executed version of the amendment or waiver shall be provided to the parties hereto. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series C Angel Investor only with respect to the Series Angel Preferred SharesShares held by such Series Angel Investor, by Persons persons or entities holding at least fifty percent (50%) a majority of the Series C Angel Preferred Shares then outstanding and their permitted assigns assigns; provided, however, that any holder of the Series C Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of the Series C Angel Preferred Shares or their assigns; (iii) as to the holders of Series B Pre-A Preferred Shares, only with respect to the Series Pre-A Preferred Shares held by Persons such holders, by persons or entities holding at least two-third (2/3) a majority of the Series B Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of the Series Pre-A Preferred Shares or their assigns; (viiv) as to the holders of Series Angel A Investors only with respect to the Series A Preferred SharesShares held by such Series A Investors, by Persons persons or entities holding a majority of the Series Angel A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of the Series Angel A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed A Preferred Shares or their assigns; and (viiiv) as to the holders of Ordinary Shares, by Persons persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor. Any amendment or waiver effected in accordance with this Section 5.2 6.2 shall be binding upon the Company, Series C the Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, Shareholders the holders of Ordinary Shares and their respective assigns.

Amendment of Rights. Any provision in of this Agreement may be amended and the observance thereof of such provision may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only by with the written consent of (i) as to in the Company, only event that the Merger Closing does not close by the Company; End Date (iias defined in the Merger Agreement), the Company and the Investors (and/or any of their permitted successors or assigns) as to the holders of Series C Preferred Shares, by Persons or entities holding at least fifty sixty percent (5060%) of the Series C of Common Stock issued or issuable upon the conversion of shares of Preferred Shares then outstanding Stock (voting on an as-converted basis, and (ii) (i) in the event that the Merger Closing occurs prior to the End Date, MYOS and the Holders (and/or any of their permitted assigns successors or assigns) holding at least sixty percent (60%) of the Merger Shares (and excluding any of such shares that have been sold to the public or pursuant to Rule 144); provided, however, that any holder amendment to this Agreement that modifies the rights of Series C the holders of a particular series of Preferred Shares may waive any Stock in a manner that is materially adverse to such holders without waiving or modifying the rights of its rights hereunder without obtaining the holders of the other series of Preferred Stock in a similar manner shall require the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty sixty percent (5060%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder shares of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular such series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named InvestorStock. Any amendment or waiver effected in accordance with this Section 5.2 4.2 shall be binding upon each Investor, each Holder, each permitted successor or assignee of such Investor or Holder, MYOS and the Company. Each Investor and each Holder acknowledges that by the operation of this paragraph, Series C those Investors (and/or any of their permitted successors or assigns) holding aT LEAST SIXTY PERCENT (60%) of the merger shares (excluding any of such shares that have been sold to the public or pursuant to Rule 144) or the Common Stock issued issuable, upon the conversion of shares of Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, Stock held by all of the holders (voting on an as-converted basis, and excluding any of Ordinary Shares such shares that have been sold to the public or pursuant to Rule 144), as applicable, will have the right and their respective assignspower to diminish or eliminate all rights of such Investor or Holder, and of all Investors and Holders, under this Agreement.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series A Investors, by the Series A Preferred Majority and their permitted assigns; (iii) as to the Series B Investors, by the Series B Preferred Majority and their permitted assigns; (iv) as to the Series B-1 Investors, by the Series B-1 Preferred Majority and their permitted assigns; (v) as to the Series C Preferred SharesInvestors, by Persons or entities holding at least fifty percent (50%) of the Series C Preferred Shares then outstanding Majority and their permitted assigns assigns; (vi) as to the Series D Investors, by the Series D Preferred Majority and their permitted assigns; (vii) as to the Series E Investors, by the Series E Preferred Majority and their permitted assigns; provided that, any amendment or waiver that affects any holder of Preferred Shares of any class or series in a disproportionate and adverse manner than the effect of such amendment or waiver on other holders of Preferred Shares of such class or series shall require the written consent of such holder of Preferred Shares so disproportionately and adversely affected; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiivii) as to the holders of Ordinary Shares, by Persons persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor. Any amendment or waiver effected in accordance with this Section 5.2 6.2 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholdersthe Investors, the holders of Ordinary Shares and their respective assigns.

Amendment of Rights. Any provision in of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only by with the written consent consents of (i) as to the Company, only by Company the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities Restricted Parties holding at least not less than fifty percent (50%) of the Series C Preferred Common Shares then outstanding held by all Restricted Parties, and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities investors holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least not less than fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding (voting as a class and their permitted assignson an as-converted basis); provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder investors of any particular series class of Preferred Shares of the Company if such amendment or waiver affects such holder (i) materially and adversely differently from affects the rights of such class of Preferred Shares and does not materially and adversely affect the rights of all other holder(sclasses of Preferred Shares of the Company in the same manner, and (ii) is not consented to in writing by investors holding not less than fifty percent (50%) of such particular series affected class of Preferred Shares of the Company. Notwithstanding the foregoing, unless such holder consents in writing to the case of an amendment (i) of any provision of Section 3 hereof, any such amendment or waiver may be made only with the written consents of the Company and the investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis) entitled to the registration rights set forth in advanceSection 3 hereof; (ii) with respect to the information and inspection Rights under Section 2 and the Right of Participation under Section 4, only with the written consents of the Company and the investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis); (iii) with respect to any provisions set forth in Sections 9.1 to 9.4. only with the written consents of the Investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis), and (f) any provision that specifically gives the holders of a right to a named Investor shall not be amended or waived without majority of the prior written consent of such named Investoroutstanding Common Shares. Any amendment or waiver effected in accordance with this Section 5.2 10.14 shall be binding upon the Company, Series C Preferred Shareholdersthe Restricted Parties and each investor, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares and their respective assignssuccessors in interest. Notwithstanding anything to the contrary in this Section 10.14: (A) no amendment to this Agreement shall be effective or enforceable against an investor that does not consent to such amendment unless: (i) sufficient and adequate written notice describing the proposed amendment has been provided to each Investor at least five (5) Business Days prior to such amendment; and (ii) a copy of the final executed version of the amendment has been provided to such Investor within twenty (20) Business Days after such amendment; and (B) an amendment to this Agreement shall not be effective or enforceable In respect of any particular investor if such amendment: (i) materially and adversely affects the rights of such investor and does not materially and adversely affect the rights of all other Investors in the same manner; or (ii) imposes any material obligation or liability on such investor; and provided further, that such Investor delivers a duly issued written notice to each of the other Investors stating its objection to the amendment within ten (10) Business Days after the date on which a copy of the final executed version of the amendment is provided to such Investor.

Amendment of Rights. Any Subject to Sections 9.1, 9.2 and 9.3, any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by (i) the written consent of (i) as to the Company, only by the Company; (ii) as to the holders Relevant Majority Approval; provided that, if such amendment adversely affects any holder of Series C any Preferred Shares in a manner not so affecting any other holder of Preferred Shares, by Persons or entities holding at least fifty percent (50%) the written consent of the Series C Preferred Shares then outstanding and their permitted assigns such affected holder is also required for such amendment; provided, howeverfurther, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assignsShares; and (iii) as to the written consent of holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority in voting power of the Ordinary Shares then outstanding and their assignsShares; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assignsShares. Notwithstanding anything to the foregoingcontrary in this Agreement, (ax) Sections 1.2(a)(i) the Company may update the list of Company Competitors set forth in Schedule D from time to time by written notice to the Investors, provided, however, that the Board shall have first approved such update and 7 the Company may not be amended update such list more than once in any calendar year, and the observance of Sections 1.2(a)(isuch list in any event shall not contain more than five (5) Persons; and 7 may not be waived without the prior written consent of CBC(y) any provision in this Agreement that specifically gives a right, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunweipreference, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment privilege or waiver shall be effective power to a named Party or enforceable in respect of a holder of any particular sub-series or series of Preferred Shares of the Company if such amendment or waiver affects such holder materially (including, without limitation, Section 1.1(b), Section 3.5, Section 8.2, Section 8.6, Section 9.1, Section 9.2, Section 11.3, Section 11.4, Section 11.10 and adversely differently from the other holder(sthis Section 7.2) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named InvestorParty or a majority in voting power of such affected sub-series or series of Preferred Shares. Any amendment or waiver effected in accordance with this Section 5.2 7.2 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares Parties hereto and their respective assigns.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series C A Preferred Shares, by Persons or entities holding at least fifty percent (50%) a majority of the Series C A Preferred Shares then outstanding and their permitted assigns assigns; provided, however, that any holder of Series C A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C A Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) a majority of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A C Preferred Shares, by Persons or entities holding at least two-thirds (2/3) a majority of the Series A+ C Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A C Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiivi) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon the Company, the holders of Series A Preferred Shares, the holders of Series B Preferred Shares, the holders of Series C Preferred ShareholdersShares, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, the holders of Series Seed Preferred ShareholdersShares, the holders of Ordinary Shares and their respective assigns; provided, however, that any amendment to this Agreement which adversely affects any holder of Preferred Shares in a manner disproportionally different than the other holders of Preferred Shares will not be effected against such holder of Preferred Shares without such holder’s consent. Notwithstanding the foregoing, (i) the rights under Section 1.2(a) or any section that require the approval of the Series A Director shall not be amended or waived without the prior written consent of GGV, (ii) the rights under Section 1.2(a) or any section that require the approval of the Series B Director shall not be amended or waived without the prior written consent of GP Capital, and (iii) the rights under Section 1.2(a) or any section that require the approval of the Series C Director shall not be amended or waived without the prior written consent of DCL.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities holding at least the prior written approval of the holders of more than fifty percent (50%) of the Series C then outstanding Preferred Shares then outstanding (including the Majority Series D Preferred Shareholders) and their permitted assigns assigns; provided, however, that the proposing or approving Shareholders must show bona fide business reasons that such amendment or waiver promotes the interest of the Group Companies and all Preferred Shareholders, and provided further that such amendment or waiver shall equally apply to all holders of Preferred Shares without prejudice to any particular shareholders, and provided further that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as notwithstanding anything to the contrary contained herein, none of the amendment or change of the rights, preferences, privileges or powers of any Series C Preferred Shares shall be made without the prior written consent of the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least more than fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel C Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiiiii) as to the holders of Ordinary Shares, by Persons persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that the proposing or approving Shareholders must show bona fide business reasons that such amendment or waiver promotes the interest of the Group Companies and all Ordinary Shareholders, and provided further that such amendment or waiver shall equally apply to all holders of Ordinary Shares without prejudice to any particular shareholders, and provided further that the waiver or amendment shall for bona fide business purposes and shall equally apply to all holders of Ordinary Shares without prejudice to any particular shareholders, and provided further that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor. Any amendment or waiver effected in accordance with this Section 5.2 9.2 shall be binding upon the Company, Series C the holders of Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred ShareholdersShares, the holders of Ordinary Shares and their respective assigns. For the sake of clarity, if an amendment or waiver affects any Investor or Ordinary Shareholder in a manner that is different from the effect thereof on all other Investors or Ordinary Shareholders, as applicable, then the written consent of such Investor or Ordinary Shareholder, as applicable, shall be required in order for such amendment or waiver to be effective and binding with respect to such Investor or Ordinary Shareholder, as applicable.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities holding at least the prior written approval of the holders of more than fifty percent (50%) of the Series C then outstanding Preferred Shares then outstanding and their permitted assigns assigns; provided, however, that the proposing or approving Shareholders must show bona fide business reasons that such amendment or wavier promotes the interest of the Group Companies and all Preferred Shareholders, and provided further that such amendment or waiver shall equally apply to all holders of Preferred Shares without prejudice to any particular shareholders, and provided further that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiiiii) as to the holders of Ordinary Shares, by Persons persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that the proposing or approving Shareholders must show bona fide business reasons that such amendment or wavier promotes the interest of the Group Companies and all Ordinary Shareholders, and provided further that such amendment or waiver shall equally apply to all holders of Ordinary Shares without prejudice to any particular shareholders, and provided further that the waiver or amendment shall for bona fide business purposes and shall equally apply to all holders of Ordinary Shares without prejudice to any particular shareholders, and provided further that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor. Any amendment or waiver effected in accordance with this Section 5.2 7.2 shall be binding upon the Company, Series C the holders of Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred ShareholdersShares, the holders of Ordinary Shares and their respective assigns. For the sake of clarity, if an amendment or waiver affects any Investor or Ordinary Shareholder in a manner that is different from the effect thereof on all other Investors or Ordinary Shareholders, as applicable, then the written consent of such Investor or Ordinary Shareholder, as applicable, shall be required in order for such amendment or waiver to be effective and binding with respect to such Investor or Ordinary Shareholder, as applicable.

Amendment of Rights. Any provision in of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only by with the written consent consents of (i) as to the Company, only by the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities Restricted Parties holding at least not less than fifty percent (50%) of the Series C Preferred Common Shares then outstanding held by all Restricted Parties, and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities Investors holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least not less than fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding (voting as a class and their permitted assignson an as-converted basis); provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder Investors of any particular series class of Preferred Shares of the Company if such amendment or waiver affects such holder (i) materially and adversely differently from affects the rights of such class of Preferred Shares and does not materially and adversely affect the rights of all other holder(sclasses of Preferred Shares of the Company in the same manner, and (ii) is not consented to in writing by Investors holding not less than fifty percent (50%) of such particular series affected class of Preferred Shares of the Company. Notwithstanding the foregoing, unless such holder consents in writing to the case of an amendment (i) of any provision of Section 3 hereof, any such amendment or waiver may be made only with the written consents of the Company and the Investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis) entitled to the registration rights set forth in advanceSection 3 hereof; (ii) with respect to the Information and Inspection Rights under Section 2 and the Right of Participation under Section 4, only with the written consents of the Company and the Investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis); (iii) with respect to any provisions set forth in Sections 9.1 to 9.4, only with the written consents of the Investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis), and (f) any provision that specifically gives the holders of a right to a named Investor shall not be amended or waived without majority of the prior written consent of such named Investoroutstanding Common Shares. Any amendment or waiver effected in accordance with this Section 5.2 10.14 shall be binding upon the Company, Series C Preferred Shareholdersthe Restricted Parties and each Investor, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares and their respective assignssuccessors in interest. Notwithstanding anything to the contrary in this Section 10.14: (A) no amendment to this Agreement shall be effective or enforceable against an Investor that does not consent to such amendment unless: (i) sufficient and adequate written notice describing the proposed amendment has been provided to each Investor at least five (5) Business Days prior to such amendment; and (ii) a copy of the final executed version of the amendment has been provided to such Investor within twenty (20) Business Days after such amendment; and (B) an amendment to this Agreement shall not be effective or enforceable in respect of any particular Investor if such amendment: (i) materially and adversely affects the rights of such Investor and does not materially and adversely affect the rights of all other Investors in the same manner; or (ii) imposes any material obligation or liability on such Investor; and provided further, that such Investor delivers a duly issued written notice to each of the other Investors stating its objection to the amendment within ten (10) Business Days after the date on which a copy of the final executed version of the amendment is provided to such Investor.

Amendment of Rights. Any Subject to Section 12.6 hereof, any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of the Company and (i) as to the CompanySeries F Investor or the holders of Series F Shares, only by the Company; (ii) as to the holders of a majority of the then outstanding Series C Preferred F Shares, by Persons or entities holding at least fifty percent (50%) including the affirmative vote of the Series C Preferred Shares then outstanding and their permitted assigns CPE; provided, however, that any holder of Series C Preferred F Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Series C Preferred F Shares; provided, further, that any amendment that disproportionately and adversely affects a holder of Series F Shares or their assignsshall require the consent of such holder; (iiiii) as to the Series E Investors or the holders of Series B Preferred E Shares, only by Persons or entities holding at least two-third (2/3) the holders of a majority of the Series B Preferred Shares then outstanding Series E Shares, including the affirmative vote of Temasek, Bytedance, CPE, H Capital IV, L.P. and their permitted assignsShunwei Growth III Limited; provided, however, that any holder of Series B Preferred E Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Series B Preferred E Shares; provided, further, that any amendment that disproportionately and adversely affects a holder of Series E Shares or their assignsshall require the consent of such holder; (iviii) as to the Series D Investors or the holders of Series A+ Preferred Shares and Series A Preferred D Shares, only by Persons or entities holding at least two-thirds (2/3) the holders of a majority of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding Series D Shares, including the affirmative vote of Shunwei Ventures II Limited, H Capital II, L.P., DST and their permitted assignsTemasek; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred D Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Series A+ Preferred D Shares; provided, further, that any amendment that disproportionately and adversely affects a holder of Series D Shares and/or Series A Preferred Shares or their assignsshall require the consent of such holder; (viv) as to the Series C Investors or the holders of Series Pre-A Preferred C Shares, only by Persons or entities holding the holders of at least fifty percent (50%) 80% of the Series PreC Shares issued and outstanding (voting as a separate class and on an as-A Preferred Shares then outstanding and their permitted assignsconverted basis); provided, however, that any holder of Series Pre-A Preferred C Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Series Pre-A Preferred Shares or their assignsC Shares; (viv) as to the Series B+ Investors or the holders of Series Angel Preferred B+ Shares, only by Persons or entities holding a majority of the Requisite Series Angel Preferred Shares then outstanding and their permitted assignsB+ Investors; provided, however, that any holder of Series Angel Preferred B+ Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Series Angel Preferred Shares or their assignsB+ Shares; (viivi) as to the Series B Investors or the holders of Series Seed Preferred B Shares, only by Persons or entities holding the holders of at least a majority of the Series Seed Preferred B Shares then outstanding (voting as a separate class and their permitted assignson an as-converted basis); provided, however, that any holder of Series Seed Preferred B Shares may waive any of its rights hereunder without obtaining the consent of any other holder of Series B Shares; (vii) as to the Series A Investors or the holders of Series Seed Preferred A Shares, only by the Requisite Series A Investors; provided, however, that any holder of Series A Shares or their assignsmay waive any of its rights hereunder without obtaining the consent of any other holder of Series A Shares; and (viii) as to the Ordinary Shareholders or the holders of Ordinary Shares, only by Persons or entities holding the holders of at least a majority of the Ordinary Shares then outstanding and their assignsShares; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advanceShares, and (fix) as to the Management, by such Management, so long as he or she is providing services to the Company as an employee or a consultant; provided, however, that any provision that specifically gives a right to a named Investor shall not be amended or waived one of Management may waive any of its rights hereunder without obtaining the prior written consent of such named Investorany other Management. Any amendment or waiver effected in accordance with this Section 5.2 6.2 shall be binding upon each of the Companyparties hereto, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares each Shareholder and their respective assigns.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of the Series Seed-A Preferred Shares, by Series Seed-A Majority; (iii) as to the holders of the Series Seed-B Preferred Shares, the Series Seed-B Majority; (iv) as to the holders of the Series Seed-C Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Seed-C Preferred Shares then outstanding and their permitted assigns Majority; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3holder(s) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiiv) as to the holders of Ordinary Shares, by Persons persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing; provided further that, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBCif any amendment, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunweiwaiver, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment discharge or waiver shall be effective or enforceable termination operates in respect of a manner that treats any holder of any particular series of the Series Seed-B or Series Seed-C Preferred Shares different from other holders of the Company if such amendment Series Seed-B or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Series Seed-C Preferred Shares or imposes additional obligations on any holder of the CompanySeries Seed-B or Series Seed-C Preferred Shares, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investorholder of the Series Seed-B or Series Seed-C Preferred Shares shall also be required for such amendment, waiver, discharge or termination. Any amendment or waiver effected in accordance with this Section 5.2 7.2 shall be binding upon the Company, Series C the holders of the Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred ShareholdersShares, the holders of Ordinary Shares and their respective assigns.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the Series D Investors, by persons or entities holding shares carrying at least a majority of the voting power of the then outstanding Series D Preferred Shares; provided, however, that any holder of Series D Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series D Preferred Shares; (iii) as to the Series C+ Investors and Series C-4 Investors, by persons or entities holding shares carrying at least a majority of the voting power of the then outstanding Series C+ Preferred Shares and Series C-4 Preferred Shares; provided, however, that any holder of Series C+ Preferred Shares or Series C-4 Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C+ Preferred Shares and/or Series C-4 Preferred Shares; (iv) as to the Series C Investors, by persons or entities holding shares carrying at least a majority of the voting power of the then outstanding Series C Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series C Preferred Shares then outstanding and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assignsShares; (iiiv) as to the holders of Series B Preferred SharesB-2 Investors, by Persons persons or entities holding at least two-third (2/3) a majority of the Series B Preferred Shares then outstanding and their permitted assignsSeries B-2 Preferred Shares; provided, however, that any holder of Series B B-2 Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B B-2 Preferred Shares or their assignsShares; (ivvi) as to the holders of Series A+ Preferred Shares and Series A Preferred SharesB-1 Investors, by Persons persons or entities holding at least two-thirds (2/3) a majority of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assignsSeries B-1 Preferred Shares; provided, however, that any holder of Series A+ B-1 Preferred Shares and/or may waive any of its rights hereunder without obtaining the consent of any other holders of Series B-1 Preferred Shares; (v) as to the Series A Investors, by persons or entities holding at least a majority of the then outstanding Series A Preferred Shares; provided, however, that any holder of Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiivi) as to the holders of Ordinary Shares, by Persons persons or entities holding shares carrying at least a majority of the Ordinary Shares voting power of the then outstanding and their assignsOrdinary Shares; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named InvestorShares. Any amendment or waiver effected in accordance with this Section 5.2 6.2 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholdersthe Investors, the holders of Ordinary Shares and their respective assigns.

Amendment of Rights. Any provision in this Agreement may be amended with the written consent of (a) the Company, (b) the Founder, and (c) the Required Consenters; provided, that the terms or observance thereof of any right or obligation owed to a particular party may be amended or waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of of, (i) as if owed to the CompanyGroup Companies, only by the Company; (ii) as if owed to the holders Preferred Shareholders, by persons or entities holding (A) more than fifty percent (50%) of the Series C A Preferred Shares, by Persons or entities holding at least and (B) more than fifty percent (50%) of the Series B Preferred Shares, and (C) more than fifty percent (50%) of the Series C Preferred Shares then outstanding Shares, and their permitted assigns; (iii) if owed to the Tiger Share Holder, by the holder(s) of more than fifty percent (50%) of the Tiger Shares; (iv) if owed to the Gaoling Ordinary Share Holder, if any, by the holder(s) of more than fifty percent (50%) of the Gaoling Ordinary Shares; (v) if owed to the DST Global Share Holder, by the holder(s) of more than fifty percent (50%) of the DST Global Shares; (vi) for so long as the holders of the Sequoia Shares collectively own at least 39,821,655 of the Sequoia Shares (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares and the like), if owed to the holders of the Sequoia Shares, by the holder(s) of more than fifty percent (50%) of the Sequoia Shares; (vii) for so long as the holders of Classroom Shares collectively own at least 44,182,531 of the Classroom Shares (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares and the like), if owed to the holders of the Classroom Shares, by the holder(s) of more than fifty percent (50%) of the Classroom Shares; (viii) for so long as the holders of Kingdom Shares collectively own at least 75,000,000 of the Kingdom Shares (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares and the like), if owed to the holders of the Kingdom Shares, by the holder(s) of more than fifty percent (50%) of the Kingdom Shares; (ix) for so long as the holders of China Life Shares collectively own at least 25,247,161 of the China Life Shares (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares and the like), if owed to the holders of the China Life Shares, by the holder(s) of more than fifty percent (50%) of the China Life Shares, (x) for so long as the holders of the Tencent Shares collectively own at least 75,000,000 Tencent Shares (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares and the like), if owed to the holders of Tencent Shares, by the holder(s) of more than fifty percent (50%) of the Tencent Shares, (xi) if owed to the holders of Ordinary Shares other than the Tiger Share Holder, the Gaoling Ordinary Share Holder, the DST Global Share Holder, the Sequoia Share Holder (to the extent the related conditions for the separate consent right of the Sequoia Share Holder set forth in the foregoing sub-clause (vi) are met), the holders of the Classroom Shares (to the extent the related conditions for the separate consent right of the holders of the Classroom Shares set forth in the foregoing sub-clause (vii) are met), the holders of the Kingdom Shares (to the extent the related conditions for the separate consent right of the holders of the Kingdom Shares set forth in the foregoing sub-clause (viii) are met), the holders of the China Life Shares (to the extent the related conditions for the separate consent right of the holders of the China Life Shares set forth in the foregoing sub-clause (ix) are met), or the holders of the Tencent Shares (to the extent the related conditions for the separate consent right of the holders of the Tencent Shares set forth in the foregoing sub-clause (x) are met), by persons or entities holding a majority of the Ordinary Shares and their assigns ; provided, however, (except that any holder amendment, waiver or termination of Series C Preferred Shares KPCB Observer Rights shall require the consent of KPCB); or (xii) if owed to the Founder, by the Founder. Notwithstanding the foregoing, any Person may waive any of its its/his rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investorparties. Any amendment or waiver effected in accordance with this Section 5.2 8.2 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares parties to this Agreement and their respective assigns. For the sake of clarity, (i) no assignment of rights (together with any obligation relating thereto, if any) by any individual party of this Agreement pursuant to the terms and conditions of Section 8.1 of this Agreement shall constitute an amendment of this Agreement requiring the consent of the other parties hereto set forth above (other than the Company solely for the limited purpose described in the following subsection (ii)), and (ii) the Company may amend this Agreement for the limited purpose of adding the related assignee in the related permitted transfer made pursuant to the terms and condition of Section 8.1 of this Agreement as a new party to this Agreement.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of of (ia) as to the Company, only by the Company; ; (iib) as to the holders of Series C Preferred SharesA Shareholders, only by Persons or entities the Series A Shareholders holding at least fifty percent (50%) a majority of the outstanding Series C Preferred A Shares then outstanding (and their permitted assigns ; the Ordinary Shares which the Series A Shares have been converted into), provided, however, that any holder of Series C Preferred Shares A Shareholder may waive any of its own rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; A Shareholders; (iiic) as to the holders of Series B Preferred SharesA-1 Shareholders, only by Persons or entities the Series A-1 Shareholders holding at least two-third (2/3) a majority of the outstanding Series B Preferred A-1 Shares then outstanding (and their permitted assigns; the Ordinary Shares which the Series A-1 Shares have been converted into), provided, however, that any holder of Series B Preferred Shares A-1 Shareholder may waive any of its own rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; A-1 Shareholders; (ivd) as to the holders of Series A+ Preferred Shares and B Shareholders or if the Series A Preferred SharesB Shareholders’ interest would be adversely affected by such amendment or waiver, only by Persons or entities the Series B Shareholders holding at least two-thirds (2/3) of the outstanding Series A+ Preferred Shares and Series A Preferred B Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; the Ordinary Shares which the Series B Shares have been converted into), provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares B Shareholder may waive any of its own rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; B Shareholders; (ve) as to the holders of Series Pre-A Preferred SharesB-1 Shareholders or if the Series B-1 Shareholders’ interest would be adversely affected by such amendment or waiver, only by Persons or entities the Series B-1 Shareholders holding at least fifty percent two-thirds (50%2/3) of the outstanding Series Pre-A Preferred B-1 Shares then outstanding (and their permitted assigns; the Ordinary Shares which the Series B-1 Shares have been converted into), provided, however, that any holder of Series Pre-A Preferred Shares B-1 Shareholder may waive any of its own rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; B-1 Shareholders; (vif) as to the holders of Series Angel Preferred SharesC Shareholder or if the Series C Shareholders’ interest would be adversely affected by such amendment or waiver, only by Persons or entities the Series C Shareholders holding a majority at least two-thirds (2/3) of the outstanding Series Angel Preferred C Shares then outstanding (and their permitted assigns; the Ordinary Shares which the Series C Shares have been converted into), provided, however, that any holder of Series Angel Preferred Shares C Shareholder may waive any of its own rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; C Shareholders; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viiig) as to the holders of Ordinary Shares, by Persons or entities holding holders of at least a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder holders of Ordinary Shares may waive any of its own rights hereunder without obtaining the consent of any other holders holder of Ordinary Shares or their assigns. Notwithstanding the foregoingShares; and (h) as to Mr. Guan, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investorby himself. Any amendment or waiver effected in accordance with this Section 5.2 7 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares and their respective assignseach Party.

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the Series A Holders, only by the Majority Series A Holders (and the relevant holders of Series C Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Ordinary Shares which the Series C A Preferred Shares then outstanding and their permitted assigns ; have been converted into), provided, however, that any holder of Series C Preferred Shares A Holder may waive any of its own rights hereunder without obtaining the consent of any other holders Series A Holders, provided further, that any amendment or waiver that effects any Series A Holder in a disproportionate and adverse manner than the effect of such amendment or waiver on any other Series C Preferred Shares or their assignsA Holders shall require the written consent of the holder so disproportionately and adversely affected; (iii) as to the Series B Holders, only by the Majority Series B Holders (and relevant holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Ordinary Shares which the Series B Preferred Shares then outstanding and their permitted assigns; have been converted into), provided, however, that any holder of Series B Preferred Shares Holder may waive any of its own rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares Holders; provided further, that any amendment or their assigns; waiver that affects any Series B Holder in a disproportionate and adverse manner than the effect of such amendment or waiver on any other Series B Holders shall require the written consent of the holder so disproportionately and adversely affected, and (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred SharesOrdinary Holders, by Persons person or entities holding at least two-thirds (2/3) a majority of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assignsOrdinary Shares; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares Ordinary Holder may waive any of its own rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named InvestorHolders. Any amendment or waiver effected in accordance with this Section 5.2 10 shall be binding upon the Company, the Series C Preferred ShareholdersA Holders, the Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred ShareholdersHolders, the holders of Ordinary Shares Holders and their respective assignspermitted transferees. Notwithstanding the foregoing and anything to the contrary contained herein, (i) only upon the prior written consent of the Company and the Holders of at least a majority of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in Section 3 (Registration Rights) of this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that any amendment or modification to Section 3 (Registration Rights) of this Agreement that would have a disproportionately adverse effect on any party’s rights hereunder in any material respect shall require the prior written consent of such party, and (ii) no amendment or modification shall be made to Section 2A (Sponsor Board Representation) without Sponsor’s prior written consent.”

Amendment of Rights. Any provision in of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only by with the written consent consents of (i) as to the Company, only by the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities Restricted Parties holding at least not less than fifty percent (50%) of the Series C Preferred Common Shares then outstanding held by all Restricted Parties, and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities Investors holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least not less than fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding (voting as a class and their permitted assignson an as-converted basis); provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; (vii) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Seed Preferred Shares or their assigns; and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder Investors of any particular series class of Preferred Shares of the Company if such amendment or waiver affects such holder (i) materially and adversely differently from affects the rights of such class of Preferred Shares and does not materially and adversely affect the rights of all other holder(sclasses of Preferred Shares of the Company in the same manner, and (ii) is not consented to in writing by Investors holding not less than fifty percent (50%) of such particular series affected class of Preferred Shares of the Company. Notwithstanding the foregoing, unless such holder consents in writing to the case of an amendment (i) of any provision of Section 3 hereof, any such amendment or waiver may be made only with the written consents of the Company and the Investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis) entitled to the registration rights set forth in advanceSection 3 hereof; (ii) with respect to the Information and Inspection Rights under Section 2 and the Right of Participation under Section 4, only with the written consents of the Company and the Investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis); (iii) with respect to any provisions set forth in Sections 9.1 to 9.4, only with the written consents of the Investors holding not less than fifty percent (50%) of the Preferred Shares (voting as a class and on an as-converted basis), and (f) any provision that specifically gives the holders of a right to a named Investor shall not be amended or waived without majority of the prior written consent of such named Investoroutstanding Common Shares. Any amendment or waiver effected in accordance with this Section 5.2 10.14 shall be binding upon the Company, Series C Preferred Shareholdersthe Restricted Parties and each Investor, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares and their respective assigns.successors in interest. Notwithstanding anything to the contrary in this Section 10.14: (A) no amendment to this Agreement shall be effective or enforceable against an Investor that does not consent to such amendment unless: (i) sufficient and adequate written notice describing the proposed amendment has been provided to each Investor at least five (5) Business Days prior to such amendment; and (ii) a copy of the final executed version of the amendment has been provided to such Investor within twenty (20) Business Days after such amendment; and

Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the any Group Company, only by the Company; (ii) as to the holders of Series C Seed Preferred Shares, by Persons or entities holding the Majority Series Seed Preferred Holders; (iii) as to the holders of Series A-1 Preferred Shares, by at least fifty percent (50%) of the then issued and outstanding Series C A-1 Preferred Shares then outstanding and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least twocalculated on an as-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assignsconverted basis); (iv) as to the holders of Series A+ Preferred Shares and Series A A-2 Preferred Shares, by Persons or entities holding at least two-thirds fifty percent (2/350%) of the then issued and outstanding Series A+ Preferred Shares and Series A A-2 Preferred Shares (calculated on a cumulative an as-converted basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns); (v) as to the holders of Series Pre-A B-1 Preferred Shares and Series B-2 Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the then issued and outstanding Series Pre-A B-1 Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A B-2 Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre(calculated on an as-A Preferred Shares or their assignsconverted basis); (vi) as to the holders of Series Angel B-3 Preferred Shares, by Persons or entities holding a majority of the Majority Series Angel B-3 Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assignsHolders; (vii) as to the holders of Series Seed B-3+ Preferred Shares, by Persons or entities holding a majority of the Majority Series Seed B-3+ Preferred Shares then outstanding and their permitted assignsHolders; provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining (viii) as to the consent of any other holders of Series Seed C Preferred Shares or their assignsShares, by the Majority Series C Preferred Holders; (ix) as to the holders of Series D Preferred Shares, by the Majority Series D Preferred Holders; (x) as to the holders of Series E Preferred Shares, by the Majority Series E Preferred Holders and (viiixi) as to the holders of Ordinary Shares, by Persons or entities holding a majority holders of at least fifty percent (50%) of the then issued and outstanding Ordinary Shares then outstanding and their assignsShares; provided, provided however, that any holder of Ordinary Shares Party may waive any of its its, his or her rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advance, and (f) any provision that specifically gives a right to a named Investor shall not be amended or waived without the prior written consent of such named InvestorParty. Any amendment or waiver effected in accordance with this Section 5.2 6.1 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares Parties and their respective assigns, and that any amendment of any provision of this Agreement that affects any Investor disproportionately as compared to other holders of Preferred Shares holding the same class or series of shares of the Company shall additionally require the prior written consent of such Investor.

Amendment of Rights. Any (a) Except as set forth otherwise herein, any provision in of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Holders of a majority of the Registrable Securities Then Outstanding (with the Series E-1 Preferred Stock and Series F-1 Preferred Stock not subject to the Regulatory Voting Restriction for this purpose). Any amendment or waiver affected in accordance with this Section 4.2 shall be binding upon each party to this Agreement and each permitted successor or assignee of such party. The provisions in Section 1.1, 1.2, and 1.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities Then Outstanding that are held by Major Investors (with the Series E-1 Preferred Stock and Series F-1 Preferred Stock not subject to the Regulatory Voting Restriction for this purpose), and Section 1.1(a) may not be amended to remove or alter the name of any specific Investor named therein without such Investor’s written consent. Notwithstanding anything herein to the contrary, no amendment or waiver of this Agreement that would adversely and disproportionately affect the Series D Preferred Stock relative to any other series of Preferred Stock shall be made without the approval, by vote or written consent, of the holders of at least sixty percent (60%) of the outstanding Series D Preferred Stock; provided further and notwithstanding anything herein to the contrary, no amendment or waiver of this Agreement that would adversely and disproportionately affect the Series E Preferred Stock relative to any other series of Preferred Stock shall be made without the approval, by vote or written consent, of the holders of at least sixty percent (60%) of the outstanding Series E Preferred Stock; provided further and notwithstanding anything herein to the contrary, no amendment or waiver of this Agreement that would adversely and disproportionately affect the Series F Preferred Stock relative to any other series of Preferred Stock shall be made without the approval, by vote or written consent, of the holders of at least sixty percent (60%) of the outstanding Series F Preferred Stock; provided further and notwithstanding anything herein to the contrary, no amendment or waiver of this Agreement that would adversely and disproportionately affect the Series G Preferred Stock relative to any other series of Preferred Stock shall be made without the approval, by vote or written consent, of the holders of at least sixty percent (60%) of the outstanding Series G Preferred Stock; and provided further and notwithstanding anything herein to the contrary, no amendment or waiver of this Agreement that would adversely and disproportionately affect the Series H Preferred Stock relative to any other series of Preferred Stock shall be made without the approval, by vote or written consent, of the holders of at least sixty percent (60%) of the outstanding Series H Preferred Stock. Notwithstanding anything herein to the contrary, (i) Section 3.6, Section 6.12, Section 6.13, and this Section 4.2 (with respect to this sentence) may not be amended, modified, terminated or waived in any respect, and (ii) Section 4.1(b)(ii) and any other provision that includes an express reference to any shares of Series E-1 Preferred Stock and/or Series F-1 Preferred Stock or the Letter Agreement in this Agreement may not be amended, modified, terminated or waived in a manner that would adversely and disproportionately affect the Series E-1 Preferred Stock and/or Series F-1 Preferred Stock relative to any other series of Preferred Stock, in each case without the written consent of (ix) AXP in order to be enforceable against AXP and its affiliates (as to the Companydefined in Regulation Y (12 C.F.R. Part 225)) and (y) for so long as any Regulated Holder or its Transferee holds any shares of Series E-1 Preferred Stock or Series F-1 Preferred Stock, only by the Company; (ii) as to the holders of Series C Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series C Preferred Shares then outstanding and their permitted assigns ; provided, however, that any holder of Series C Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series C Preferred Shares or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding at least two-third (2/3) of the Series B Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares or their assigns; (iv) as to the holders of Series A+ Preferred Shares and Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A+ Preferred Shares and Series A Preferred Shares (calculated on a cumulative basis) then outstanding and their permitted assigns; provided, however, that any holder of Series A+ Preferred Shares and/or Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series A+ Preferred Shares and/or Series A Preferred Shares or their assigns; (v) as to the holders of Series Pre-A Preferred Shares, by Persons or entities holding at least fifty percent (50%) of the Series Pre-A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series Pre-A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series Pre-A Preferred Shares or their assigns; (vi) as to the holders of Series Angel Preferred Shares, by Persons or entities holding a majority of the Series Angel Preferred Shares then then-outstanding and their permitted assigns; provided, however, that any holder shares of Series Angel E-1 Preferred Shares may waive Stock or Series F-1 Preferred Stock, which are so affected, in order to be enforceable against any Regulated Holder or any Transferee of its rights hereunder without obtaining the consent of any other holders of Series Angel Preferred Shares or their assigns; such shares. (viib) as Notwithstanding anything herein to the holders of Series Seed Preferred Sharescontrary, by Persons or entities holding a majority if pursuant to Section 2.3 of the Series Seed Preferred Shares then outstanding and their permitted assigns; providedH Agreement, however, that any holder additional party purchases shares of Series Seed H Preferred Shares may waive Stock pursuant to the Series H Agreement, as each is amended from time to time, as an “Additional Investor” (as defined in the Series H Agreement), then such Additional Investor shall become a party to this Agreement as an “Investor” hereunder, without the need for any of its rights hereunder without obtaining the consent consent, approval or signature of any other holders Investor hereunder when such Additional Investor has both: (i) purchased shares of Series Seed H Preferred Shares or their assigns; Stock under the Series H Agreement, as amended from time to time, and (viii) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares then outstanding and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns. Notwithstanding the foregoing, (a) Sections 1.2(a)(i) and 7 may not be amended and the observance of Sections 1.2(a)(i) and 7 may not be waived without the prior written consent of CBC, (b) Sections 1.2(a)(ii) and 7 may not be amended and the observance of Sections 1.2(a)(ii) and 7 may not be waived without the prior written consent of Shunwei, (c) Sections 1.2(a)(iii) and 7 may not be amended and the observance of Section 1.2(a)(i) and 7 may not be waived without the prior written consent of Wu Capital, (d) Sections 5.2 and 7 may not be amended and the observance of Section 7 may not be waived without the prior written consents of Wu Capital and Xxxxxxx Education Asia Limited, (e) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of paid the Company if all consideration payable for such amendment or waiver affects such holder materially and adversely differently from the other holder(s) of such particular series of Preferred Shares of the Company, unless such holder consents in writing to such amendment or waiver in advanceshares, and (fii) any provision that specifically gives a right executed one or more counterpart signature pages to a named Investor shall not be amended or waived without the prior written consent of such named this Agreement as an “Investor. Any amendment or waiver effected in accordance ”, with this Section 5.2 shall be binding upon the Company, Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, Series A Preferred Shareholders, Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred Shareholders, the holders of Ordinary Shares and their respective assigns’s consent.