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 B Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series 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 and Series A Preferred Shares or their assigns; (iv) 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 (v) 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. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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 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 B Angel Investor only with respect to the Series Angel Preferred SharesShares held by such Series Angel Investor, by Persons persons or entities holding a majority of the Series B Angel Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of the Series B Angel Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of the Series Angel Preferred Shares or their assigns; (iii) as to the holders of Series Pre-A Preferred Shares, only with respect to the Series Pre-A Preferred Shares held by such holders, by persons or entities holding a majority of the Series Pre-A Preferred Shares and their permitted assigns; provided, however, that any holder of the 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; (iv) as to the Series A Investors only with respect to the Series A Preferred Shares held by such Series A Investors, by persons or entities holding a majority of the Series A Preferred Shares and their permitted assigns; provided, however, that any holder of the Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares and the Series A Preferred Shares or their assigns; (iv) 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 (v) 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. Any amendment or waiver effected in accordance with this Section 5.2 6.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, Shareholders 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 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 B Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assignsRequired Holders; 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 holder of Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) 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, howeverprovided further, that any amendment or waiver that affects any holder of Series Seed 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 Seed Preferred Shares or their assigns; shall require the written consent of the holder so disproportionately and adversely affected, and (vii) as to any amendment that may have a disproportionate and adverse effect on 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 shall require the written consent of the holder so disproportionately and adversely affected; provided further, that the consent of the holders of Ordinary Shares shall not be required for any amendment or their assignswaiver that does not apply to the holders of Ordinary Shares. Any amendment or waiver effected in accordance with this Section 5.2 6.1 shall be binding upon the Company, each shareholder of the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares Company and their respective assigns; provided. Notwithstanding anything to the contrary set forth herein, howeverany amendment, that any amendment to waiver or termination of Section 2.13 of this Agreement which that 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 Major Investor will not be effected, against effective as it relates to 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 Major Investor without the prior written consent of GGV 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 Phoenix(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 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 the holders written consent of Series B Preferred Shares, by Persons or entities persons holding a majority of the Series B Preferred Stockholders' Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Warrant Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assignsvoting as one group; provided, however, that any holder the grant to third parties of Series B Preferred piggyback registration -------- ------- rights under Section 2.3 hereof on a pari passu basis with the piggyback registration rights of the Stockholders' Shares and Series A Preferred Warrant Shares may waive any 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 B Preferred Shares Stockholders and Series A Preferred Shares or their assignsWarrant Holders under this Agreement; and (ivii) as the Form S-3 registration right granted to the holders of Registrable Securities issued or issuable upon conversion of the Series Seed Preferred SharesD Stock, by Persons pursuant to clause (ii) of the first paragraph of Section 2.4 herein, may not be eliminated or entities materially and adversely changed without the written consent of persons holding a majority of the Registrable Securities issued or issuable upon conversion of the Series Seed Preferred Shares D Stock. As used herein, the term "Investors' Shares" ----------------- shall mean, collectively, (a) the shares of Common Stock then issuable upon conversion of (i) all then outstanding and their permitted assigns; provided, however, that any holder shares of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining A Stock issued under the consent of any other holders Series A Agreement, (ii) all then outstanding shares of Series Seed Preferred Shares or their assignsB Stock issued under the Series B Agreement, (iii) all then outstanding shares of Series C Stock issued under the Series C Agreement and (iv) all then outstanding shares of Series D Stock issued under the Series D Agreement; and (vb) as to the holders of Ordinary Shares, by Persons or entities holding a majority of the Ordinary Shares all then outstanding and their assigns; provided, however, shares of Conversion Stock that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining were issued upon the consent conversion of any other holders shares of Ordinary Shares Series A Stock, Series B Stock, Series C Stock or their assignsSeries D Stock issued under the Series A Agreement, Series B Agreement, Series C Agreement or Series D Agreement, respectively. 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, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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 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, by Persons or entities the Shareholders holding at least a majority of the outstanding Series B C Preferred Shares, the Shareholders holding at least a majority of the outstanding Series 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 assignseach voting as a separate class, provided, however, that any Investor may waive any of its own rights hereunder without obtaining the consent of any other Investor; and (iii) as to the holders of Series A Preferred the Ordinary Shares, by Persons or entities the Shareholders holding at least two-thirds (2/3) of the Series 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 and Series A Preferred Shares or their assigns; (iv) 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 (v) 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 assignsShares. Any amendment or waiver effected in accordance with this Section 5.2 10.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares parties hereto and their respective assignspermitted transferees, assignees and successors in interest; providedprovided 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, howevercondition or provision of this Agreement, that in any amendment to this Agreement which adversely affects any holder of Series B Preferred Shares and Series A Preferred Shares one 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 anymore instances, shall not be amended deemed to be, or waived without the prior written consent construed as, a further or continuing waiver of GGV and Phoenixany 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 the Series B Seed-A Preferred Shares, by Persons or entities holding the holders of at least a majority of the Series B Preferred Shares then outstanding and their permitted assignsSeries Seed-A Preferred Shares; and (iii) as to the holders of the Series A Seed-B Preferred Shares, by Persons or entities holding the holders of at least twoa majority of the then outstanding Series Seed-thirds B Preferred Shares; (2/3iv) as to the holders of the Series A Seed-C Preferred Shares Shares, the holders of at least a majority of the then outstanding and their permitted assignsSeries Seed-C Preferred Shares; (v) as to the holders of the Series A-1 Preferred Shares, the holders of at least a majority of the then outstanding 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 B Preferred Shares and Series A Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder(s) of Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) 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 (vvii) 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; provided further that, if any amendment, waiver, discharge or termination operates in a manner that treats any holder of the Series Seed-B or Series Seed-C Preferred Shares different from other holders of the Series Seed-B or Series Seed-C Preferred Shares or imposes additional obligations on any holder of the Series Seed-B or Series Seed-C Preferred Shares, the consent of such holder 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, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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 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 B C Preferred Shares, by Persons or entities holding a majority at least fifty percent (50%) of the Series B 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; and (iii) as to the holders of Series A B Preferred Shares, by Persons or entities holding at least two-thirds third (2/3) of the Series A B 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; (ivv) 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 (vviii) 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 C Preferred Shareholders, Series B Preferred Shares and Shareholders, Series A+ Preferred Shareholders, Series A Preferred SharesShareholders, the holders of Series Pre-A Preferred Shareholders, Series Angel Preferred Shareholders, Series Seed Preferred SharesShareholders, 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 this Agreement may be amended and Until the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively)Distribution Date, only by the written consent of (i) as Company may, except with respect to the Companyredemption price, only by amend the Company; Rights in any manner (ii) as to including an amendment that provides that the Rights shall become exercisable for shares or fractions of shares of preferred stock that are economically common stock equivalents). After the Distribution Date, the Company may amend the Rights in any manner that does not adversely affect the interests of the holders of Series B Preferred Sharesthe Rights. EXHIBIT C CERTIFICATE OF DESIGNATION OF THE VOTING POWERS, by Persons or entities holding a majority DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF THE SERIES A PREFERRED STOCK Pursuant to Section 151 of the Series B Preferred Shares then outstanding General Corporation Law of the State of Delaware I, Xxxx X. Xxxxxxx, Chairman of the Board and their permitted assigns; Chief Executive Officer of Adobe Systems Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware (iii) as the "Corporation"), DO HEREBY CERTIFY: that, pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation (the "Certificate"), and, pursuant to the holders provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, at a duly called meeting held on July 30, 1997, at which a quorum was present and acted throughout, adopted the following resolutions, which resolutions remain in full force and effect on the date hereof creating a series of 100,000 shares of Preferred Stock having a par value of $.0001 per share, designated as Series A Preferred SharesStock (the "Series A Preferred Stock") out of the class of 2,000,000 shares of preferred stock of the par value of $.0001 per share (the "Preferred Stock"): RESOLVED, by Persons or entities holding at least two-thirds (2/3) that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate, the Board of Directors does hereby create, authorize and provide for the issuance of the Series A Preferred Shares then outstanding Stock having the voting powers, designation, relative, participating, optional and their permitted assigns; providedother special rights, howeverpreferences, and qualifications, limitations and restrictions thereof 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 and Series A Preferred Shares or their assigns; (iv) are set forth 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 (v) 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. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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.follows:

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 B Preferred SharesD Investors, by Persons persons or entities holding shares carrying at least a majority of the Series B Preferred Shares voting power of the then outstanding and their permitted assigns; and (iii) as to the holders of Series A D Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series B 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; 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; (v) as to the Series B-2 Investors, by persons or entities holding at least a majority of the then outstanding Series B-2 Preferred Shares; provided, however, that any holder of Series B-2 Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Series B-2 Preferred Shares; (vi) as to the Series B-1 Investors, by persons or entities holding at least a majority of the then outstanding Series B-1 Preferred Shares; provided, however, that any holder of Series B-1 Preferred Shares 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 B Preferred Shares and Series A Preferred Shares or their assigns; (iv) 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 (vvi) 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 assignsShares. Any amendment or waiver effected in accordance with this Section 5.2 6.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred SharesInvestors, 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 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 B Preferred Shares, by Persons or entities holding a majority the prior written approval of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds more than fifty percent (2/350%) of the Series A then outstanding Preferred Shares then outstanding and their permitted 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 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 and Series A Preferred Shares or their assigns; (iv) 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 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. Any amendment or waiver effected in accordance with this Section 5.2 7.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares and their respective assigns; provided. For the sake of clarity, however, that any if an amendment to this Agreement which adversely or waiver affects any holder of Series B Preferred Shares and Series A Preferred Shares Investor or Series Seed Preferred Shares Ordinary Shareholder in a manner disproportionally that is different than from the effect thereof on all other holders of Preferred Shares will not be effectedInvestors or Ordinary Shareholders, against such holder of Series B Preferred Shares and Series A Preferred Shares or Series Seed Preferred Shares without such holder’s consent. Notwithstanding as applicable, then 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 such Investor or Ordinary Shareholder, as applicable, shall be required in order for such amendment or waiver to be effective and Phoenixbinding 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 of the Company and Investors (iand/or any of their permitted successors or assigns) as holding or deemed to the Company, only by the Company; (ii) as to the holders of Series B Preferred Shares, by Persons or entities holding hold Registrable Securities representing a majority of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assignsRegistrable Securities Then Outstanding; provided, however, that no amendment or waiver of the piggyback registration rights which materially and adversely affects the express rights of a Holder set forth thereunder in a manner than is materially different from the affect on the express rights thereunder of other Holders shall be effective against such Holder, respectively and as applicable, without such Holder’s written consent; provided further, however, that following a Qualifying IPO, and to the extent and only for so long as there are any holder 2% Initial Holders following a Qualifying IPO who have rights under Section 2.11, the express rights of Series B Preferred Shares the 2% Initial Holders set forth in Section 2.11 and Series A Preferred Shares this Section 4.2 which are unique to the 2% Initial Holders may waive any of its rights hereunder not be amended or waived without obtaining the written consent of any other holders of Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) as to the holders of Series Seed Preferred Shares, by Persons or entities 2% Initial Holders holding Registrable Securities representing a majority of the Series Seed Preferred Shares Registrable Securities Then Outstanding then outstanding and their permitted assignsheld by all then current 2% Initial Holders who have rights under Section 2.11; provided, howeverfurther, however that any holder of Series Seed Preferred Shares neither Section 1 nor 3 may waive any of its rights hereunder be amended or waived without obtaining the written consent of any other holders of Series Seed Preferred Shares or their assigns; and (v) as to the holders of Ordinary Shares, by Persons or entities Major Investors holding Registrable Securities representing a majority of the Ordinary Shares Registrable Securities Then Outstanding 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 assignsheld by all Major Investors. Any amendment or waiver effected in accordance with this Section 5.2 4.2 shall be binding upon each Investor, each Holder, each Stockholder, each permitted successor or assignee of such Investor or Holder or Stockholder and the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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 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 (as defined in the Merger Agreement), the Company and the Investors (and/or any of their permitted successors or assigns) holding at least sixty percent (60%) of the of Common Stock issued or issuable upon the conversion of shares of Preferred Stock (voting on an as-converted basis, and (ii) as (i) in the event that the Merger Closing occurs prior to the holders End Date, MYOS and the Holders (and/or any of Series B Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Shares then outstanding and their permitted successors or assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds sixty percent (2/360%) of the Series A Preferred Merger Shares then outstanding (and their permitted assignsexcluding 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 B the holders of a particular series of Preferred Shares and Series A Stock in a manner that is materially adverse to such holders without waiving or modifying the rights of the holders of the other series of Preferred Shares may waive any of its rights hereunder without obtaining Stock in a similar manner shall require the consent of any other holders of Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority at least sixty percent (60%) of the Series Seed outstanding shares of such series of 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 (v) 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 assignsStock. 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, 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 Stock held by all of the holders (voting on an as-converted basis, and excluding any of Series B Preferred Shares such shares that have been sold to the public or pursuant to Rule 144), as applicable, will have the right and Series A Preferred Sharespower to diminish or eliminate all rights of such Investor or Holder, the holders and of Series Seed Preferred Sharesall Investors and Holders, the holders of Ordinary Shares and their respective assigns; provided, however, that any amendment to under 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 PhoenixAgreement.

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 A Preferred Shares, 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, and their permitted assigns; (iii) if owed to the Tiger Share Holder, by Persons 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 Series B Preferred Ordinary Shares then outstanding and their permitted assignsassigns (except that any amendment, waiver or termination of KPCB Observer Rights shall require the consent of KPCB); and or (iiixii) as if owed to the holders of Series A Preferred SharesFounder, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assigns; providedFounder. Notwithstanding the foregoing, however, that any holder of Series B Preferred Shares and Series A Preferred Shares Person may waive any of its its/his rights hereunder without obtaining the consent of any other holders of Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) 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 (v) 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 assignsparties. Any amendment or waiver effected in accordance with this Section 5.2 8.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares parties to this Agreement and their respective assigns; provided. For the sake of clarity, however, that (i) no assignment of rights (together with 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 officeobligation 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 not be amended or waived without constitute an amendment of this Agreement requiring the prior written consent of GGV the other parties hereto set forth above (other than the Company solely for the limited purpose described in the following subsection (ii)), and Phoenix(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 (i) as to the Company, only by the Company; (ii) as to the holders of Series B Preferred SharesA Investors, by Persons or entities holding a majority of the Series B A Preferred Shares then outstanding Majority and their permitted assigns; and (iii) as to the holders of Series A Preferred SharesB Investors, by Persons or entities holding at least two-thirds (2/3) of the Series A B Preferred Shares then outstanding 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 Investors, by the Series C Preferred Majority and their permitted 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 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 and Series A Preferred Shares or their assigns; (iv) 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 (vvii) 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. Any amendment or waiver effected in accordance with this Section 5.2 6.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred SharesInvestors, 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 (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 B Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Shares then then-outstanding and their permitted assigns; and (iii) as to the holders shares of Series A E-1 Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series 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 and Series A Preferred Shares or their assigns; (iv) 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 (v) 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. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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 Stock or Series Seed F-1 Preferred Shares Stock, which are so affected, in a manner disproportionally different than the other holders of Preferred Shares will not order to be effected, enforceable 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) any Regulated Holder or any section that require the approval Transferee of each Series A Director then in office, if any, shall not be amended or waived without the prior written consent of GGV and Phoenixsuch shares.

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 (iand/or any of their permitted successors or assigns) as to the Company, only by the Company; (ii) as to the holders holding shares of Series B Preferred Shares, by Persons or entities holding Stock and/or Conversion Stock representing and/or convertible into a majority of all the Series B Preferred Investors' Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assignsdefined below); provided, however, that no such amendment shall affect any holder Investor in any manner different from other Investors without such Investor's consent; provided, further, that no such amendment shall affect the rights of holders of the Company's Series B D Preferred Shares and Series A Preferred Shares may waive any of its rights hereunder Stock without obtaining the consent of any other holders of Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) as to the holders of Series Seed Preferred Shares, by Persons or entities holding a majority of the Series Seed D Preferred Shares Stock and Common Stock issued upon conversion of Series D Preferred Stock outstanding. As used herein, the term "Investors' Shares" shall mean (i) the shares of Common Stock then issuable upon conversion of all (x) then outstanding and their permitted assigns; providedshares of Preferred Stock issued under the any Preferred Stock Purchase Agreement or (y) shares of Preferred Stock issuable and/or then issued upon exercise of the 16 Series A Warrants, howeverthe Series B Warrant, the Series C Warrant or the Series D Warrants, plus (ii) all then outstanding shares of Conversion Stock that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining were issued upon the consent conversion of any other holders shares of Preferred Stock issued under any Preferred Stock Purchase Agreement, the Series Seed Preferred Shares A Warrants, the Series B Warrant, the Series C Warrant or their assigns; and (v) 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 assignsSeries D Warrants. 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 and the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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 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 Series B Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred F Shares, by Persons or entities holding at least two-thirds (2/3) including the affirmative vote of the Series A Preferred Shares then outstanding and their permitted assignsCPE; provided, however, that any holder of Series B Preferred Shares and Series A Preferred F Shares may waive any of its rights hereunder without obtaining the consent of any other holders holder of Series B Preferred F Shares; provided, further, that any amendment that disproportionately and adversely affects a holder of Series F Shares and Series A Preferred Shares or their assignsshall require the consent of such holder; (ivii) as to the Series E Investors or the holders of Series Seed Preferred E Shares, only by Persons or entities holding the holders of a majority of the Series Seed 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 Seed Preferred E Shares may waive any of its rights hereunder without obtaining the consent of any other holder of Series E Shares; provided, further, that any amendment that disproportionately and adversely affects a holder of Series E Shares shall require the consent of such holder; (iii) as to the Series D Investors or the holders of Series Seed Preferred D Shares, only by the holders of a majority of the then outstanding Series D Shares, including the affirmative vote of Shunwei Ventures II Limited, H Capital II, L.P., DST and Temasek; provided, however, that any holder of Series D Shares may waive any of its rights hereunder without obtaining the consent of any other holder of Series D Shares; provided, further, that any amendment that disproportionately and adversely affects a holder of Series D Shares shall require the consent of such holder; (iv) as to the Series C Investors or their assignsthe holders of Series C Shares, only by the holders of at least 80% of the Series C Shares issued and outstanding (voting as a separate class and on an as-converted basis); and provided, however, that any holder of Series C Shares may waive any of its rights hereunder without obtaining the consent of any other holder of Series C Shares; (v) as to the Series B+ Investors or the holders of Series B+ Shares, only by the Requisite Series B+ Investors; provided, however, that any holder of Series B+ Shares may waive any of its rights hereunder without obtaining the consent of any other holder of Series B+ Shares; (vi) as to the Series B Investors or the holders of Series B Shares, only by the holders of at least a majority of the Series B Shares (voting as a separate class and on an as-converted basis); provided, however, that any holder of Series 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 A Shares, only by the Requisite Series A Investors; provided, however, that any holder of Series A Shares may waive any of its rights hereunder without obtaining the consent of any other holder of Series A Shares; (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 Shares, and (ix) as to the Management, by such Management, so long as he or their assignsshe is providing services to the Company as an employee or a consultant; provided, however, that any one of Management may waive any of its rights hereunder without obtaining the consent of any 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, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares each Shareholder 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 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 B Preferred Shares, by Persons or entities holding a majority the prior written approval of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds more than fifty percent (2/350%) of the Series A then outstanding Preferred Shares then outstanding (including the Majority Series D Preferred Shareholders) and their permitted 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 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 and Series A Preferred Shares or their assigns; (iv) 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 more than fifty percent (50%) of the then outstanding Series Seed C 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 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. Any amendment or waiver effected in accordance with this Section 5.2 9.2 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares and their respective assigns; provided. For the sake of clarity, however, that any if an amendment to this Agreement which adversely or waiver affects any holder of Series B Preferred Shares and Series A Preferred Shares Investor or Series Seed Preferred Shares Ordinary Shareholder in a manner disproportionally that is different than from the effect thereof on all other holders of Preferred Shares will not be effectedInvestors or Ordinary Shareholders, against such holder of Series B Preferred Shares and Series A Preferred Shares or Series Seed Preferred Shares without such holder’s consent. Notwithstanding as applicable, then 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 such Investor or Ordinary Shareholder, as applicable, shall be required in order for such amendment or waiver to be effective and Phoenixbinding 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 any Group Company, only by the Company; (ii) as to the holders of Series B Seed Preferred Shares, by Persons or entities holding a majority of the Majority Series B Seed Preferred Shares then outstanding and their permitted assignsHolders; and (iii) as to the holders of Series A A-1 Preferred Shares, by Persons or entities holding at least two-thirds fifty percent (2/350%) of the then issued and outstanding Series A A-1 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 and Series A Preferred Shares or their assigns(calculated on an as-converted basis); (iv) as to the holders of Series Seed A-2 Preferred Shares, by Persons or entities holding a majority at least fifty percent (50%) of the then issued and outstanding Series Seed A-2 Preferred Shares then outstanding and their permitted assigns(calculated on an as-converted basis); provided, however, that any holder of Series Seed Preferred Shares may waive any of its rights hereunder without obtaining (v) as to the consent of any other holders of Series Seed B-1 Preferred Shares or their assignsand Series B-2 Preferred Shares, by at least fifty percent (50%) of the then issued and outstanding Series B-1 Preferred Shares and Series B-2 Preferred Shares (calculated on an as-converted basis); (vi) as to the holders of Series B-3 Preferred Shares, by the Majority Series B-3 Preferred Holders; (vii) as to the holders of Series B-3+ Preferred Shares, by the Majority Series B-3+ Preferred Holders; (viii) as to the holders of Series C Preferred Shares, 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 (vxi) 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 assignsParty. Any amendment or waiver effected in accordance with this Section 5.2 6.1 shall be binding upon the Company, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares Parties and their respective assigns; provided, however, and that any amendment to of any provision of this Agreement which adversely that 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 Investor disproportionately as compared to other holders of Preferred Shares will not be effected, against such holder holding the same class or series of Series B Preferred Shares and Series A Preferred Shares or Series Seed Preferred Shares without such holder’s consent. Notwithstanding shares of the foregoing, the rights under Section 1.2(a) or any section that Company shall additionally 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 Phoenixsuch Investor.

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 (i) as to the Company, only by the Company; (ii) as to the holders of Series B Preferred Shares, by Persons or entities holding a majority consents of the Series B Preferred Shares then outstanding and their permitted assigns; and Company the Restricted Parties holding not less than fifty percent (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/350%) of the Series A Common Shares held by all Restricted Parties, and the investors holding not less than fifty percent (50%) of the Preferred Shares then outstanding (voting as a class and their permitted assignson an as-converted basis); provided, however, that no amendment shall be effective or enforceable in respect of investors of any holder particular class of Series B Preferred Shares of the Company if such amendment (i) materially and adversely affects the rights of such class of Preferred Shares and Series A does not materially and adversely affect the rights of all other classes of Preferred Shares may waive any of its rights hereunder without obtaining the consent Company in the same manner, and (ii) is not consented to in writing by investors holding not less than fifty percent (50%) of such affected class of Preferred Shares of the Company. Notwithstanding the foregoing, in the case of an amendment (i) of any other holders provision of Series B Section 3 hereof, any such amendment 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 Series A on an as-converted basis) entitled to the registration rights set forth in Section 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 or their assigns(voting as a class and on an as-converted basis); (iviii) 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 to a class and on an as-converted basis), and 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 (v) as to the holders of Ordinary Common 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. Any amendment or waiver effected in accordance with this Section 5.2 10.14 shall be binding upon the Company, the holders of Series B Preferred Shares Restricted Parties and Series A Preferred Shareseach investor, the holders of Series Seed Preferred Shares, 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 successors 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 consentinterest. Notwithstanding anything to the foregoing, the rights under contrary in this 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.10.14:

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 Preferred Shares, by Persons or entities holding a majority of the Series A Preferred Shares then outstanding and their permitted assigns; 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 or their assigns; (iii) as to the holders of Series B Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series 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 C Preferred Shares, by Persons or entities holding a majority of the Series C Preferred Shares then outstanding and their permitted assigns; provided, however, that any holder of Series A 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; (ivv) 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 (vvi) 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. 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 and Shares, the holders of Series A C Preferred Shares, the holders of Series Seed Preferred Shares, 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, 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, (i) the rights under Section 1.2(a) or any section that require the approval of each the Series A Director then in office, if any, shall not be amended or waived without the prior written consent of GGV 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 Phoenix(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 the Series B Seed-A Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Shares then outstanding and their permitted assignsSeed-A Majority; and (iii) as to the holders of the Series A Seed-B Preferred Shares, by Persons or entities holding at least twothe Series Seed-thirds B Majority; (2/3iv) as to the holders of the Series A Seed-C Preferred Shares then outstanding and their permitted assignsShares, the Series Seed-C Majority; 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 holder(s) of Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) 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 (v) 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; provided further that, if any amendment, waiver, discharge or termination operates in a manner that treats any holder of the Series Seed-B or Series Seed-C Preferred Shares different from other holders of the Series Seed-B or Series Seed-C Preferred Shares or imposes additional obligations on any holder of the Series Seed-B or Series Seed-C Preferred Shares, the consent of such holder 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, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, 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 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 B any Preferred Shares in a manner not so affecting any other holder of Preferred Shares, by Persons or entities holding a majority the written consent of the Series B Preferred Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of the Series A Preferred Shares then outstanding and their permitted assignssuch affected holder is also required for such amendment; provided, howeverfurther, 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 and Series A Preferred Shares or their assigns; (iv) 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 written consent of 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. Any amendment or waiver effected Notwithstanding anything to the contrary in accordance with this Section 5.2 shall be binding upon Agreement, (x) the CompanyCompany may update the list of Company Competitors set forth in Schedule D from time to time by written notice to the Investors, the holders of Series B Preferred Shares and Series A Preferred Shares, the holders of Series Seed Preferred Shares, the holders of Ordinary Shares and their respective assigns; provided, however, that the Board shall have first approved such update and the Company may not update such list more than once in any amendment to calendar year, and such list in any event shall not contain more than five (5) Persons; and (y) any provision in this Agreement which adversely affects that specifically gives a right, preference, privilege or power to a named Party or any holder of Series B Preferred Shares and Series A Preferred Shares sub-series or Series Seed Preferred Shares in a manner disproportionally different than the other holders series of Preferred Shares will not be effected(including, against such holder of Series B Preferred Shares 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 Series A Preferred Shares or Series Seed Preferred Shares without such holder’s consent. Notwithstanding the foregoing, the rights under this Section 1.2(a7.2) 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 such Party 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 7.2 shall be binding upon the Parties hereto and Phoenixtheir 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 A Holders, only by the Majority Series A Holders (and the relevant holders of Series B Preferred Shares, by Persons or entities holding a majority of the Series B Preferred Ordinary Shares then outstanding and their permitted assigns; and (iii) as to the holders of Series A Preferred Shares, by Persons or entities holding at least two-thirds (2/3) of which the Series A Preferred Shares then outstanding and their permitted assigns; have been converted into), provided, however, that any holder of Series B Preferred Shares and Series A Preferred Shares Holder may waive any of its own rights hereunder without obtaining the consent of any other 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 A 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 the Ordinary Shares which the Series B Preferred Shares and Series A Preferred Shares or their assigns; (iv) as to the holders of Series Seed Preferred Shareshave been converted into), 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 B Holder may waive any of its own rights hereunder without obtaining the consent of any other holders Series B Holders; provided further, that any amendment or 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 Seed Preferred Shares or their assigns; B Holders shall require the written consent of the holder so disproportionately and adversely affected, and (viv) as to the holders of Ordinary SharesHolders, by Persons person or entities holding at least a majority of the outstanding Ordinary Shares then outstanding and their assignsShares; provided, however, that any holder of Ordinary Shares Holder may waive any of its own rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assignsHolders. Any amendment or waiver effected in accordance with this Section 5.2 10 shall be binding upon the Company, the holders of Series A Holders, the Series B Preferred Shares and Series A Preferred SharesHolders, the holders of Series Seed Preferred Shares, 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 which adversely affects that would have a disproportionately adverse effect on any holder of Series B Preferred Shares and Series A Preferred Shares or Series Seed Preferred Shares party’s rights hereunder 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 material respect shall 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 such party, and Phoenix(ii) no amendment or modification shall be made to Section 2A (Sponsor Board Representation) without Sponsor’s prior written consent.”