Common use of Board of Director Clause in Contracts

Board of Director. (i) The Board shall consist of six (6) Directors or such other number of Directors as approved by the Board (including the affirmative consent of Investor Directors), including the following: (a) one (1) Director nominated by Joy Capital and/or any of its Affiliate who holds any Share in the Company (the “Joy Director”), as long as Joy Capital and/or its Affiliates hold no less than 5,146,150,670 Class A Ordinary Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations); (b) one (1) Director nominated by NIO Capital and/or any of its Affiliate who holds any Share in the Company (the “NIO Director”, collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as NIO Capital and its Affiliates hold no less than 5,146,150,670 Class A Ordinary Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations); (c) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company; (d) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and (e) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company, or (y) by the Board, if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Class A Oridinary Shares (including Class A Ordinary Share Equivalents) beneficially owned by Joy Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), Joy Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(a), (2) if the number of Class A Oridinary Shares (including Class A Ordinary Share Equivalents) beneficially owned by NIO Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), NIO Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(b), (3) if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, the Principal shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(c), and (4) if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, the Principal shall immediately cease to have the right to nominate one (1) independent Director pursuant to ‎Section 2.01‎(i)‎(e), and in the case of each of (1) to (4), Joy Capital, NIO Capital and the Principal, as applicable, shall cause such Director nominated by it or him to immediately resign from the Board, and if applicable, the board of directors of each Subsidiary of the Company. (ii) Each of the Parties other than the Company agrees that (a) he or it shall, to the extent in compliance with Applicable Laws, cause the Director(s) nominated by him or it to vote at any meeting of the Board or execute any written resolution or consent of Directors and take all other necessary actions in order to ensure that the composition of the Board is as set forth in this Section 2.01; and (b) it shall vote (and, in the case of any Principal Party, cause any Affiliate Controlled by such Principal Party to vote) all of his or its Equity Securities of the Company at any general meeting of Shareholders or execute any written resolution or consent of Shareholders or proxy and take all other necessary actions, in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company further agrees to take any and all necessary actions within its control in order to ensure that the composition of the Board is as set forth in this Section 2.01.

Board of Director. (i) The Board shall consist of six seven (67) Directors or such other number of Directors as approved by the Board (including the affirmative consent of Investor Directors), including the followingwhich shall be: (a) one (1) Director nominated by the Joy Capital and/or any of its Affiliate who holds any Share in the Company (the “Joy Director”), as long as Joy Capital and/or and its Affiliates hold no less than 5,146,150,670 such number of Senior Preferred Shares (including any Class A Ordinary Shares and/or ADSs (including Class A taking into account the ratio between Ordinary Share Equivalentsand ADS) (subject converted from such Senior Preferred Shares) equal to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations)50% of the Senior Preferred Shares it holds as of the First Closing; (b) one (1) Director nominated by NIO the Nio Capital and/or any of its Affiliate who holds any Share in the Company (the “NIO Director”, collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as NIO Nio Capital and its Affiliates hold no less than 5,146,150,670 such number of Senior Preferred Shares (including any Class A Ordinary Shares and/or ADSs (including Class A taking into account the ratio between Ordinary Share Equivalentsand ADS) (subject converted from such Senior Preferred Shares) equal to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations)50% of the Senior Preferred Shares it holds as of the First Closing; (c) one (1) Director jointly nominated by the Major Noteholders, as long as the aggregate outstanding principal amount of the 2019 Notes held by the Major Noteholders is no less than 50% of the aggregate principal amount of the 2019 Notes they hold immediately following the Restructuring Effective Time; (d) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns Shares representing no less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company; (de) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and (ef) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns Shares representing no less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, or (y) by the Board, if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Class A Oridinary Senior Preferred Shares (including any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by Joy Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 50% of the Senior Preferred Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations)it holds as of the First Closing, Joy Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(a), (2) if the number of Class A Oridinary Senior Preferred Shares (including any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by NIO Nio Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 50% of the Senior Preferred Shares (subject to appropriate adjustment for share splitsit holds as of the First Closing, share dividends, combinations and other recapitalizations), NIO Nio Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(b), (3) if the aggregate outstanding principal amount of the 2019 Notes held by Major Noteholders is less than 50% of the aggregate principal amount of the 2019 Notes they hold on the date of this Agreement, the Major Noteholders shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(c), (4) if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, the Principal shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(c2.01(i)(d), and (45) if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, the Principal shall immediately cease to have the right to nominate one (1) independent Director pursuant to ‎Section 2.01‎(i)‎(eSection 2.01(i)(f), and in the case of each of (14) to and (45), Joy Capital, NIO Capital and the Principal, as applicable, Principal shall cause such Director nominated by it or him to immediately resign from the Board, and if applicable, the board of directors of each Subsidiary of the Company. (ii) Each of the Parties other than the Company agrees that (ai) he or it shall, to the extent in compliance with Applicable Laws, cause the Director(s) nominated by him or it to vote at any meeting of the Board or execute any written resolution or consent of Directors and take all other necessary actions in order to ensure that the composition of the Board is as set forth in this Section 2.01; and (bii) it shall vote (and, in the case of any Principal Party, cause any Affiliate Controlled by such Principal Party to vote) all of his or its Equity Securities of the Company at any general meeting of Shareholders or execute any written resolution or consent of Shareholders or proxy and take all other necessary actions, in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company further agrees to take any and all necessary actions within its control in order to ensure that the composition of the Board is as set forth in this Section 2.01.

Board of Director. (i) The Board shall consist of six (6) Directors or such other number of Directors as approved by the Board (including the affirmative consent of Investor Directors), including the following: (a) one (1) Director nominated by Joy Capital and/or any of its Affiliate who holds any Share in the Company (the “Joy Director”), as long as Joy Capital and/or its Affiliates hold no less than 5,146,150,670 Class A Ordinary 72,822,604 Senior Preferred Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations, including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or upon the exercise of the Warrant, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares); (b) one (1) Director nominated by NIO Capital and/or any of its Affiliate who holds any Share in the Company (the “NIO Director”, collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as NIO Capital and its Affiliates hold no less than 5,146,150,670 Class A Ordinary 72,822,604 Senior Preferred Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations, including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the 2022 Subscription Agreement, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares); (c) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company; (d) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and (e) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company, or (y) by the Board, if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Class A Oridinary Senior Preferred Shares (including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or upon the exercise of the Warrant, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by Joy Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 72,822,604 Senior Preferred Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), Joy Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(a), (2) if the number of Class A Oridinary Senior Preferred Shares (including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the 2022 Subscription Agreement, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by NIO Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 72,822,604 Senior Preferred Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), NIO Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(b), (3) if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, the Principal shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(c), and (4) if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, the Principal shall immediately cease to have the right to nominate one (1) independent Director pursuant to ‎Section 2.01‎(i)‎(eSection 2.01(i)(e), and in the case of each of (13) to and (4), Joy Capital, NIO Capital and the Principal, as applicable, Principal shall cause such Director nominated by it or him to immediately resign from the Board, and if applicable, the board of directors of each Subsidiary of the Company. (ii) Each of the Parties other than the Company agrees that (a) he or it shall, to the extent in compliance with Applicable Laws, cause the Director(s) nominated by him or it to vote at any meeting of the Board or execute any written resolution or consent of Directors and take all other necessary actions in order to ensure that the composition of the Board is as set forth in this Section 2.01; and (b) it shall vote (and, in the case of any Principal Party, cause any Affiliate Controlled by such Principal Party to vote) all of his or its Equity Securities of the Company at any general meeting of Shareholders or execute any written resolution or consent of Shareholders or proxy and take all other necessary actions, in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company further agrees to take any and all necessary actions within its control in order to ensure that the composition of the Board is as set forth in this Section 2.01. (iii) The Parties further ackolwlege that, for the avoidance of doubt, (a) the Senior Preferred Shares issued pursuant to the 2021 Subscription Agreement and upon exercise of the Warrant and the Senior Preferred Shares issued pursuant to the 2022 Subscription Agreement are of the same series and class of senior convertible preferred share of the Company, having the preference, priority, special privilege and other rights provided in the Certificate of Designation, and (b) accordingly, all Senior Preferred Shares held or acquired by any Investor and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights of such Investor and/or its Affiliates under this Agreement (including without limitation the right to nominate the Investor Directors under Section 2.01(i)(a) and Section 2.01(i)(b)).

Board of Director. (i) The Board shall consist of six (6) Directors or such other number of Directors as approved by the Board (including the affirmative consent of Investor Directors), including the following: (a) one (1) Director nominated by Joy Capital and/or any of its Affiliate who holds any Share in the Company (the “Joy Director”), as long as Joy Capital and/or its Affiliates hold no less than 5,146,150,670 Class A Ordinary 72,822,604 Senior Preferred Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations, including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares); (b) one (1) Director nominated by NIO Capital and/or any of its Affiliate who holds any Share in the Company (the “NIO Director”, collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as NIO Capital and its Affiliates hold no less than 5,146,150,670 Class A Ordinary 72,822,604 Senior Preferred Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations, including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares); (c) [reserved.] (d) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns Shares representing no less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company; (de) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and (ef) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns Shares representing no less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, or (y) by the Board, if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Class A Oridinary Senior Preferred Shares (including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by Joy Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 72,822,604 Senior Preferred Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), Joy Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(a), (2) if the number of Class A Oridinary Senior Preferred Shares (including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by NIO Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 72,822,604 Senior Preferred Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), NIO Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(b), (3) [reserved], (4) if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, the Principal shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(c2.01(i)(d), and (45) if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, the Principal shall immediately cease to have the right to nominate one (1) independent Director pursuant to ‎Section 2.01‎(i)‎(eSection 2.01(i)(f), and in the case of each of (14) to and (45), Joy Capital, NIO Capital and the Principal, as applicable, Principal shall cause such Director nominated by it or him to immediately resign from the Board, and if applicable, the board of directors of each Subsidiary of the Company. (ii) Each of the Parties other than the Company agrees that (a) he or it shall, to the extent in compliance with Applicable Laws, cause the Director(s) nominated by him or it to vote at any meeting of the Board or execute any written resolution or consent of Directors and take all other necessary actions in order to ensure that the composition of the Board is as set forth in this Section 2.01; and (b) it shall vote (and, in the case of any Principal Party, cause any Affiliate Controlled by such Principal Party to vote) all of his or its Equity Securities of the Company at any general meeting of Shareholders or execute any written resolution or consent of Shareholders or proxy and take all other necessary actions, in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company further agrees to take any and all necessary actions within its control in order to ensure that the composition of the Board is as set forth in this Section 2.01. (iii) The Parties further ackolwlege that, for the avoidance of doubt, (a) the Senior Preferred Shares issued pursuant to the 2021 Subscription Agreement and upon exercise of the Warrants and the Senior Preferred Shares issued pursuant to the Subscription Agreement are of the same series and class of senior convertible preferred share of the Company, having the preference, priority, special privilege and other rights provided in the Certificate of Designation, (b) accordingly, all Senior Preferred Shares held or acquired by any Investor and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights of such Investor and/or its Affiliates under the 2021 Voting Agreement (including without limitation the right to nominate the Investor Directors under section 2.01(i)(a) and section 2.01(i)(b) of the 2021 Voting Agreement, as such sections may be amended or renumbered) and this Agreement (including without limitation the right to nominate the Investor Directors under Section 2.01(i)(a) and Section 2.01(i)(b)), (c) the Investors’ and/or the Principal’s respective right to severally and/or jointly nominate certain Directors pursuant to Section 2.01 of the 2021 Voting Agreement shall not be duplicative with such rights under this Section 2.01.

Board of Director. (i) The Board shall consist of six (6) Directors Directors, or such other number of Directors as approved by the Board (including the affirmative consent of Investor Directors), including the following: (a) one (1) Director nominated by Joy Capital and/or any of its Affiliate who holds any Share in the Company (the “Joy Director”), as long as Joy Capital and/or its Affiliates hold no less than 5,146,150,670 Class A Ordinary 72,822,604 Senior Preferred Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations, including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares); (b) one (1) Director nominated by NIO Capital and/or any of its Affiliate who holds any Share in the Company (the “NIO Director”, collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as NIO Capital and its Affiliates hold no less than 5,146,150,670 Class A Ordinary 72,822,604 Senior Preferred Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations, including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share and ADS) converted from such Senior Preferred Shares); (c) [reserved.] (d) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns Shares representing no less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company; (de) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and (ef) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns Shares representing no less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, or (y) by the Board, if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Class A Oridinary Senior Preferred Shares (including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by Joy Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 72,822,604 Senior Preferred Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), Joy Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(a), (2) if the number of Class A Oridinary Senior Preferred Shares (including the Senior Preferred Shares it acquired pursuant to the 2021 Subscription Agreement and/or the Subscription Agreement and/or upon the exercise of the Warrants, and any Class A Ordinary Shares and/or ADSs (taking into account the ratio between Ordinary Share Equivalentsand ADS) converted from such Senior Preferred Shares) beneficially owned by NIO Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary 72,822,604 Senior Preferred Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), NIO Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(b), (3) [reserved], (4) if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, the Principal shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(c2.01(i)(d), and (45) if the Principal beneficially owns Shares representing less than 40,809,861 Class B Ordinary Shares 10% voting right of the Equity Securities of the Company, the Principal shall immediately cease to have the right to nominate one (1) independent Director pursuant to ‎Section 2.01‎(i)‎(eSection 2.01(i)(f), and in the case of each of (14) to and (45), Joy Capital, NIO Capital and the Principal, as applicable, Principal shall cause such Director nominated by it or him to immediately resign from the Board, and if applicable, the board of directors of each Subsidiary of the Company. (ii) Each of the Parties other than the Company agrees that (a) he or it shall, to the extent in compliance with Applicable Laws, cause the Director(s) nominated by him or it to vote at any meeting of the Board or execute any written resolution or consent of Directors and take all other necessary actions in order to ensure that the composition of the Board is as set forth in this Section 2.01; and (b) it shall vote (and, in the case of any Principal Party, cause any Affiliate Controlled by such Principal Party to vote) all of his or its Equity Securities of the Company at any general meeting of Shareholders or execute any written resolution or consent of Shareholders or proxy and take all other necessary actions, in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company further agrees to take any and all necessary actions within its control in order to ensure that the composition of the Board is as set forth in this Section 2.01. (iii) The Parties further ackolwlege that, for the avoidance of doubt, (a) the Senior Preferred Shares issued pursuant to the 2021 Subscription Agreement and upon exercise of the Warrants and the Senior Preferred Shares issued pursuant to the Subscription Agreement are of the same series and class of senior convertible preferred share of the Company, having the preference, priority, special privilege and other rights provided in the Certificate of Designation, (b) accordingly, all Senior Preferred Shares held or acquired by any Investor and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights of such Investor and/or its Affiliates under the 2021 Voting Agreement (including without limitation the right to nominate the Investor Directors under section 2.01(i)(a) and section 2.01(i)(b) of the 2021 Voting Agreement, as such sections may be amended or renumbered) and this Agreement (including without limitation the right to nominate the Investor Directors under Section 2.01(i)(a) and Section 2.01(i)(b)), (c) the Investors’ and/or the Principal’s respective right to severally and/or jointly nominate certain Directors pursuant to Section 2.01 of the 2021 Voting Agreement shall not be duplicative with such rights under this Section 2.01.

Board of Director. (i) The Board shall consist of six (6) Directors or such other number of Directors as approved by the Board (including the affirmative consent of Investor Directors), including the following: (a) one (1) Director nominated by Joy Capital and/or any of its Affiliate who holds any Share in the Company (the “Joy Director”), as long as Joy Capital and/or its Affiliates hold no less than 5,146,150,670 Class A Ordinary Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations); (b) one (1) Director nominated by NIO Capital and/or any of its Affiliate who holds any Share in the Company (the “NIO Director”, collectively with the Joy Director, the “Investor Directors” and each an “Investor Director”), as long as NIO Capital and its Affiliates hold no less than 5,146,150,670 Class A Ordinary Shares (including Class A Ordinary Share Equivalents) (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations); (c) one (1) Director nominated by the Principal, who shall be the chairman of the Board, as long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company; (d) two (2) independent Directors jointly nominated by the Investors, who shall both (x) meet the independence requirements of NASDAQ and (y) not be Affiliated with, or employed by, any Adverse Person; and (e) one (1) independent Director nominated (x) by the Principal for so long as the Principal beneficially owns no less than 40,809,861 Class B Ordinary Shares of the Company, or (y) by the Board, if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, who shall, in each case, (A) meet the independence requirements of NASDAQ and (B) not be Affiliated with, or employed by, any Adverse Person, provided that, for the avoidance of doubt, (1) if the number of Class A Oridinary Shares (including Class A Ordinary Share Equivalents) beneficially owned by Joy Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), Joy Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(a), (2) if the number of Class A Oridinary Shares (including Class A Ordinary Share Equivalents) beneficially owned by NIO Capital and its Affiliates is less than 5,146,150,670 Class A Oridinary Shares (subject to appropriate adjustment for share splits, share dividends, combinations and other recapitalizations), NIO Capital and/or its Affiliates shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(b), (3) if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, the Principal shall immediately cease to have the right to nominate one (1) Director pursuant to Section 2.01(i)(c), and (4) if the Principal beneficially owns less than 40,809,861 Class B Ordinary Shares of the Company, the Principal shall immediately cease to have the right to nominate one (1) independent Director pursuant to ‎Section 2.01‎(i)‎(eSection 2.01(i)(e), and in the case of each of (1) to (4), Joy Capital, NIO Capital and the Principal, as applicable, shall cause such Director nominated by it or him to immediately resign from the Board, and if applicable, the board of directors of each Subsidiary of the Company. (ii) Each of the Parties other than the Company agrees that (a) he or it shall, to the extent in compliance with Applicable Laws, cause the Director(s) nominated by him or it to vote at any meeting of the Board or execute any written resolution or consent of Directors and take all other necessary actions in order to ensure that the composition of the Board is as set forth in this Section 2.01; and (b) it shall vote (and, in the case of any Principal Party, cause any Affiliate Controlled by such Principal Party to vote) all of his or its Equity Securities of the Company at any general meeting of Shareholders or execute any written resolution or consent of Shareholders or proxy and take all other necessary actions, in order to ensure that the composition of the Board is as set forth in this Section 2.01. The Company further agrees to take any and all necessary actions within its control in order to ensure that the composition of the Board is as set forth in this Section 2.01.