Common use of Co-Sale Right Clause in Contracts

Co-Sale Right. In the event that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Shares on the same terms and conditions as set forth in the ROFR Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In the event that any Founder of any Founder Holding Company proposes to sell any or all Each of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to coNon-sale rights under this Section 8.3 and each ROFR Holder who Selling Shareholders that has not exercised any of its right of first refusal with respect to any Offered Share proposed to be Transferred by the Founders’ Offered Shares Selling Shareholder (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, Selling Shareholder and the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such the sale of the Remaining Offered Shares on at the same price and subject to the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares (on an as-converted basis) that such Co-Sale Right Holder wishes to include in such sale or transferTransfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the any Co-Sale Right Holders exercise Holder exercises such right of participation co-sale in accordance with the terms and conditions set forth below, the number of Ordinary the Offered Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event extent that any Founder the Company and Preferred Holders have not exercised their right of any Founder Holding Company proposes first refusal with respect to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Preferred Holder who which has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) or waived his, her or its right in writing shall have the right, exercisable upon written notice to the Proposed ROFR SellerSelling Shareholder, the Company and each other Co-Sale Right Preferred Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such the sale of the Remaining Shares shares held by such Preferred Holder on the same terms and conditions as set forth in the ROFR Transfer Notice, provided that each Preferred Holder may specifically waive his, her or its rights under this Section 4.4 in writing. The Co-Sale Notice shall set forth the number of Ordinary Shares that such the shares (“Co-Sale Right Shares”) (on both an absolute and as-converted to Ordinary Shares basis) that such participating Preferred Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Preferred Holder. To the extent one or more of the Co-Sale Right Preferred Holders exercise such right of participation co-sale in accordance with the terms and conditions set forth below, the number of Ordinary the Co-Sale Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Preferred Holder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event extent that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has Ordinary Holders and/or Preferred Holders have not exercised any of its right of first refusal with respect to any or all the Founders’ Offered Shares or Preferred Offered Shares (in the “Co-Sale Right Holder”) event of a Preferred Offer), then each Preferred Holder shall have the right, exercisable upon written notice to the Proposed ROFR SellerSelling Shareholder or Preferred Selling Holder (in the event of a Preferred Offer), the Company and each other Co-Sale Right Preferred Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares or Preferred Offered Shares on the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Company securities (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right participating Preferred Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Preferred Holder. To the extent one or more of the Co-Sale Right Preferred Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Restricted Shares that such Proposed ROFR Seller the Selling Shareholder may sell sell, or the number of Preferred Offered Shares that the Selling Preferred Shareholder may sell, in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Preferred Holder shall be subject to the following terms and conditions:

Co-Sale Right. In the event that any Founder of any Founder Holding Company proposes to sell any or all Each of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to coNon-sale rights under this Section 8.3 and each ROFR Holder who Selling Shareholders that has not exercised any of its right of first refusal with respect to any Offered Share proposed to be Transferred by the Founders’ Offered Shares Selling Shareholder (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, Selling Shareholder and the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such the sale of the Remaining Offered Shares on at the same price and subject to the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Class A Ordinary Shares (including Class A Ordinary Share Equivalents) that such Co-Sale Right Holder wishes to include in such sale or transferTransfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the any Co-Sale Right Holders exercise Holder exercises such right of participation co-sale in accordance with the terms and conditions set forth below, the number of Ordinary the Offered Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event extent that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has Preferred Holders have not exercised any of its their right of first refusal with respect to the Founders’ any or all Offered Shares Shares, then each Preferred Holder that has not exercised its right of first refusal pursuant to Section 4.2 above (the each, a “Co-Sale Right Holder”) shall have the right, exercisable upon a written notice to the Proposed ROFR SellerSelling Shareholder, the Company and each other Co-Sale Right Preferred Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares on the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice given by a Co-Sale Right Holder shall set forth the number of Ordinary Shares Share Equivalents (on both an absolute and as-converted basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such co-sale right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares Share Equivalents that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In the event that any Founder of any Founder Holding Company proposes to sell any or all Each of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to coNon-sale rights under this Section 8.3 and each ROFR Holder who Selling Shareholders that has not exercised any of its right of first refusal with respect to any Offered Share proposed to be Transferred by the Founders’ Offered Shares Selling Shareholder (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, Selling Shareholder and the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such the sale of the Remaining Offered Shares on at the same price and subject to the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares (on an as-converted basis) that such Co-Sale Right Holder wishes to include in such sale or transferTransfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise Holder exercises such right of participation co-sale in accordance with the terms and conditions set forth below, the number of Ordinary the Offered Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event that any Founder of any Founder Holding extent the Company proposes to sell any or all of and the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to coROFR and Co-sale rights under this Section 8.3 and each ROFR Holder who has Sale Right Holders have not exercised any of its their right of first refusal with respect to all the Founders’ Offered Shares (the “Shares, then each ROFR and Co-Sale Right Holder”) Holder that has not exercised its right of first refusal provided in Section 4.3 above shall have the right, exercisable upon written notice to the Proposed ROFR SellerSelling Shareholder, the Company and each other ROFR and Co-Sale Right Holder (the “Co-Sale Notice”) within ten fifteen (1015) Business Days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares on at the same price and subject to the same terms and conditions as set forth in the ROFR Additional Transfer Notice. The Co-Sale Notice shall set forth the number of Company securities (on as-converted to Ordinary Shares basis) that such participating ROFR and Co-Sale Right Holder wishes to include in such sale or transferTransfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such ROFR and Co-Sale Right Holder. To the extent one or more of the ROFR and Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Offered Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each ROFR and Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event that any Founder extent the Preferred Holders have not exercised their rights of any Founder Holding Company proposes first refusal with respect to sell any or all of the number Offered Shares pursuant to Section 6.3, each of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has Preferred Holders that did not exercised any of exercise its right of first refusal with respect to the Founders’ Offered Shares pursuant to Section 6.3 above (the each, a “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, Selling Shareholder and the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale the Transfer of the Remaining outstanding Offered Shares to the Transferee at the same price and on the same material terms and conditions as set forth in the ROFR Transfer Notice; PROVIDED HOWEVER, that no Co-Sale Holder shall be obligated in connection with such Transfer (a) to pay any amount with respect to any liabilities arising from the representations and warranties made by it in excess of its share of the total consideration paid by the Transferee (b) to make any representations or warranties concerning the business or assets of the Group or any Group Company or (iii) enter into any non-competition or non-solicitation covenant or agreement. The Co-Sale Notice shall set forth the number of Ordinary Shares (on an as-converted but otherwise non-diluted basis at the time of the transaction) that such Co-Sale Right Holder wishes to include in such sale or transferTransfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise Holder exercises such right of participation co-sale in accordance with the terms and conditions set forth below, the number of Ordinary Offered Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction such Transfer shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In (a) Subject to the event limitations of this Section 8, to the extent that the Corporation and the Non-Transferring Holders do not exercise their respective Rights of First Refusal with respect to all or any Founder of any Founder Holding Company proposes to sell any or all part of the number of offered Shares pursuant to Section 7 hereof, then to the extent that the Section 7 Selling Holder is a person or entity listed on Schedule 2 attached hereto (the a “Founders’ Offered SharesSection 8 Seller”), then the Remaining Shares such Section 8 Seller shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written deliver an additional notice to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt upon expiration of the 30 day period following delivery of the Subsequent Offer Notice to each holder of Preferred Stock who has not exercised its Right of First Refusal Expiration Notice pursuant to Section 7 (the a “Co-Sale Right PeriodPreferred Stock Holder”) setting forth the number of Shares which are not being purchased by the Corporation and the Non-Transferring Holders pursuant to their respective Rights of First Refusal (“Residual Shares”), and each Co-Sale Preferred Stock Holder shall have the right to participate in such sale sell up to its Pro Rata Co-Sale Share (as defined below) of the Remaining Residual Shares on the same terms and conditions as set forth specified in the ROFR Section 7 Offer Notice. The To exercise its rights hereunder, each Co-Sale Notice shall set forth Preferred Stock Holder (a “Selling Preferred Stock Holder”) must have provided a written notice to the number of Ordinary Shares that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion Section 8 Seller within ten (as defined below10) of such Co-Sale Right Holder. To the extent one or more days after delivery of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth belowNotice, indicating the number of Ordinary Shares shares it holds that such Proposed ROFR Seller may it wishes to sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject pursuant to the following terms and conditions:this Section 8(a).

Co-Sale Right. In Subject to the event that provisions of Article 4.2 hereof, if (1) any Founder of Transferors (as defined in Article 4.2.3) intend to transfer any Founder Holding equity interests in the Company proposes to any Transferees, or (2) if any Founding Shareholders intend to sell any to external parties the shares/equity interests they directly or all indirectly hold in the Company, thereby resulting in their loss of actual control over the number of Shares (Company, and the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has investors do not exercised any of its exercise their right of first refusal with in respect of the equity interests to be transferred, then the investors (hereinafter collectively referred to as the “Co-sellers”) shall be entitled to issue a notice of co-sale to the Founders’ Offered Shares Transferors, and shall have the right (but not the obligation) to require the Transferees to purchase the equity interests held by the investors in the Company according to the following ratios, at such price and under such terms and conditions as specified in the Notice of Transfer or under such other equivalent conditions as otherwise negotiated (the “Co-Sale sale Right”). The Co-sellers shall decide whether to exercise the Co-sale Right Holderand notify the Transferors and the Company of such decision in writing within thirty (30) days of receiving the notice of co-sale. Any Co-Sellers that decide to exercise the Co-sale Right above shall issue a notice of participation in equity sale (the “Notice of Exercise of Co-sale Right”) to the Transferors and the Company, which notice shall specify the number of equity interests the Co-sellers intend to sell alongside the Transferors. The number of equity interests each Co-seller is entitled to sell alongside the Transferors shall not exceed: (i) the total number of Equity Interests Offered for Sale that may be sold to third parties, multiplied by (ii) a certain fraction, with the numerator being the number of equity interests held in the Company by the Co-seller, and the denominator being the sum of the equity interests held in the Company by the Transferors and all Co-sellers who intend to exercise the Co-sale Right. If an investor elects to exercise the Co-sale Right, the relevant Transferor shall take steps to ensure the realization of the investor’s Co-sale Right, including reducing the number of equity interests sold by the Transferor. Any investor who fails to explicitly express in writing an intent to exercise the Co-sale Right within thirty (30) days of receiving the Notice of Transfer shall be deemed to have waived the Co-sale Right. If an investor has properly exercised the Co-sale Right, but the Transferee refuses to purchase the relevant equity interests from the investor, then the above Transferor may not sell any equity interests in the Company to the Transferee. If a Transferor sells its equity interests in the Company in violation of the provisions of this article, any investor shall have the right, exercisable upon written notice right to forcibly sell to the Proposed ROFR SellerTransferor, at the Company same price and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Shares on under the same terms and conditions as set forth in conditions, the ROFR Notice. The Co-Sale Notice shall set forth equity interests that should have been sold by it to the number of Ordinary Shares that such Co-Sale Right Holder wishes Transferee according to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion sale Right, and the Transferor shall purchase from the investor the Company’s equity interests forcibly sold by the investor to such Transferor in accordance with this article. If the transfer price is lower than the investment price (as defined in Article 4.4 below) paid by the investor at the time of such Co-Sale Right Holder. To its investment in the extent one or more of Company, the investor exercising the Co-Sale sale Right Holders exercise such shall have the right to require the Transferor to indemnify, to the extent of participation in accordance with the terms and conditions set forth belowits shareholder’s interests then held, the number of Ordinary Shares that such Proposed ROFR Seller may sell in investor exercising the transaction shall be correspondingly reduced. The coCo-sale right of each Co-Sale Right Holder shall be subject in an amount calculated according to the following terms formula: Difference between the transfer price and conditions:the investment price x Number of equity interests an investor intends to sell as a Co-seller × 50%. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.

Co-Sale Right. In To the event that any Founder extent the ROFR and Co-Sale Rights Holders have not exercised their Right of any Founder Holding Company proposes First Refusal with respect to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR and Co-Sale Rights Holder who that has not exercised any its Right of its First Refusal provided in Section 4.4 above shall have the right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right HolderRight”) shall have the right), exercisable upon written notice to the Proposed ROFR SellerSelling Shareholder, the Company and each other ROFR and Co-Sale Right Rights Holder (the “Co-Sale Notice”) within ten fifteen (1015) Business Days days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares on at the same price and subject to the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares Company securities (on an absolute and as converted basis) that such participating ROFR and Co-Sale Right Rights Holder wishes to include in such sale or transferTransfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such ROFR and Co-Sale Right Rights Holder. To the extent one or more of the ROFR and Co-Sale Right Rights Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Offered Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right of each ROFR and Co-Sale Rights Holder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event extent that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR a Preferred Holder who has not exercised any of its right of first refusal with respect to all of its First Refusal Allocation of the Founders’ Offered Shares Shares, then the Preferred Holder who has not exercised its right of first refusal (the “Co-Sale Right Holder”) shall have the right, exercisable upon a written notice to the Proposed ROFR Seller, Selling Shareholder and the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares that are the subject of the co-sale right on the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice given by a Co-Sale Right Holder shall set forth the number of Ordinary Share Equivalents (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the a Co-Sale Right Holders exercise Holder exercises such co-sale right of participation in accordance with the terms and conditions set forth below, the number Selling Shareholder shall procure the prospective purchaser to acquire the Ordinary Share Equivalents that are the subject of Ordinary Shares that such Proposed ROFR Seller may sell in the transaction shall be correspondingly reducedCo-Sale Notice. The co-sale right of each a Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In (a) If the event that any Transferring Founder of any Founder Holding Company proposes to sell sell, pledge, or otherwise transfer Shares or any interest therein to any person or all entity, including another Shareholder, and the Company and the Investors have not elected to exercise their Right of the number First Refusal and Right of Shares (the “Founders’ Offered Shares”)Second Refusal under Sections 5.1 and 5.2 in full, then the Remaining Shares Company shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon give written notice to the Proposed ROFR Seller, the Company and each other Co-Sale Investor that did not exercise such Right Holder of Second Refusal (the “Co-Sale Notice”) within ten (10) Business Days after receipt setting forth the number of Shares as to which the Right of First Refusal Expiration Notice and Right of Second Refusal have not been exercised. Each such Investor shall have the right (the “Co-Sale Right PeriodRight”), exercisable upon written notice to the Transferring Founder within 10 days after the date the Co- Sale Notice is delivered to such Investor, to participate in such the sale of the Remaining Shares on the same terms and conditions as set forth in the ROFR Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares that such Co-Sale Right Holder wishes Transferring Founder with respect to include in such sale or transfer, which amount shall not exceed the up to its Co-Sale Pro Rata Portion (as defined below) Share of such the Shares covered by the Co-Sale Notice; provided, however, that any Investor that is a Founder shall be deemed not to be an Investor for purposes of this Section 5. Notice of exercise of a Co-Sale Right Holdershall indicate the number of Shares an Investor wishes to sell under its Co-Sale Right. Any Investor that did not exercise its Right of Second Refusal may elect to sell all or some of the Shares then held by that Investor up to that Investor’s Co-Sale Pro Rata Share. To the extent one or more of the an Investor exercises its Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth belowin this Section 5.3, the number of Ordinary Shares that such Proposed ROFR Seller the Transferring Founder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:.

Co-Sale Right. In After delivery of a Transfer Notice, to the event extent that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has Preferred Holders have not exercised any of its their right of first refusal (together with any right of re-allotment) with respect to all of the Founders’ Offered Shares (the “Co-Sale Right Holder”) Shares, each Preferred Holder shall have the a right, exercisable upon written notice (the "CO-SALE NOTICE") to the Proposed ROFR Seller, Selling Shareholder and the Company and each other Co-Sale Right Holder within thirty (the “Co-Sale Notice”30) within ten (10) Business Days days after receipt of the First Refusal Expiration Notice (the “Co"CO-Sale Right Period”SALE RIGHT PERIOD"), to participate in such the sale of the Remaining any remaining Offered Shares on the same terms and conditions as set forth specified in the ROFR NoticeTransfer Notice and, accordingly, to sell up to such number of Equity Securities (determined on an as-converted basis) in connection therewith as is equal to its Co-Sale Pro Rata Portion. The Co-Sale Notice shall set forth the number of Ordinary Shares Equity Securities that such Co-Sale Right Preferred Holder wishes to include in such sale or transfer, which amount shall not exceed pursuant to the Co-Sale Pro Rata Portion (as defined below) exercise of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such its right of participation in accordance hereunder (together with any further participation amount). For purposes of this Section, each Preferred Holder's "CO-SALE PRO RATA PORTION" shall mean that number of Equity Securities held by it which is equal (on an as-converted basis) to the terms and conditions set forth belowproduct obtained by multiplying (x) the aggregate number of the Offered Shares (on an as-converted basis) subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares that such Proposed ROFR Seller may sell in (on an as-converted basis) then owned by the transaction shall be correspondingly reduced. The coPreferred Holder and the denominator of which is the combined number of Ordinary Shares (on an as-sale right of each Co-Sale Right Holder shall be subject to converted basis) then owned by all Preferred Holders and the following terms and conditions:Selling Shareholder.

Co-Sale Right. In To the event extent that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has Ordinary Holders and/or Preferred Holders have not exercised any of its right of first refusal with respect to any or all the Founders’ Offered Shares or Preferred Offered Shares (in the “Co-Sale Right Holder”) event of a Preferred Offer), then each Preferred Holder shall have the right, exercisable upon written notice to the Proposed ROFR SellerSelling Shareholder of Preferred Selling Holder (in the event of a Preferred Offer), the Company and each other Co-Sale Right Preferred Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares or Preferred Offered Shares on the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Company securities (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right participating Preferred Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Preferred Holder. To the extent one or more of the Co-Sale Right Preferred Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Restricted Shares that such Proposed ROFR Seller the Selling Shareholder may sell sell, or the number of Preferred Offered Shares that the Selling Preferred Shareholder may sell, in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Preferred Holder shall be subject to the following terms and conditions:

Co-Sale Right. In addition to the event that any Founder rights and obligations created by Section 2.1 hereof, if a proposed sale by a Shareholder (or group of any Founder Holding affiliated Shareholders) when considered with all other sales by such Shareholder (or its affiliates) involves the disposition of more than 2,000,000 shares of Company proposes Common Stock (and the Offered Shares are not being acquired by the Company or the other Shareholders pursuant to sell any or all of the number of Shares (the “Founders’ Offered Shares”Section 2.1 hereof), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder Shareholder who has not exercised any of elected to exercise its right of first refusal with respect rights to purchase securities pursuant to Section 2.1 (each such non-purchasing Shareholder, a "NON-PURCHASING SHAREHOLDER" and collectively, the Founders’ Offered Shares (the “"NON-PURCHASING SHAREHOLDERS") shall have a Co-Sale Right Holder”) shall have the rightRight, exercisable upon written notice to the Proposed ROFR Seller, Company within fifteen (15) business days after the Company and each other Co-Sale expiration of the Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”)Offer, to participate in such the ROFO Selling Shareholder's sale of the Remaining Shares Securities, on the same such terms and conditions as set forth in the ROFR NoticeROFO Selling Shareholder may agree with the purchaser. The Co-Sale Notice Right shall set forth apply to all Offered Securities (other than those sold to the Company or the other Shareholders pursuant to Section 2.1), i.e., if the proposed transfer involves a number of Ordinary Shares that shares which crosses the 2,000,000 shares threshold, the Co-Sale Right shall apply to all Offered Securities and not just those in excess of 2,000,000 shares. To the extent any Non-Purchasing Shareholders exercise such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller Securities which the ROFO Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder of each Non-Purchasing Shareholder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event that any Founder of any Founder Holding Company proposes to sell any or all of extent the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has Preferred Holders have not exercised any of its their right of first refusal with respect to all the Founders’ Offered Shares to be Transferred by a Key Holder pursuant to Section 4.3, then each Preferred Holder that has not exercised its right of first refusal provided in Section 4.3 above (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR SellerSelling Shareholder, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten twenty (1020) Business Days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares on at the same price and subject to the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares (on an as-converted basis) that such Co-Sale Right Holder wishes to include in such sale or transferTransfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Offered Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In To the event that extent any Founder ROFR Rights Holder does not exercise its respective rights of any Founder Holding Company proposes first refusal as to sell any or all of the number of Transfer Shares pursuant to Section 4.2, such ROFR Rights Holder (the “Founders’ Offered Shares”)hereinafter, then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Rights Holder”) shall have the right, exercisable upon delivery of a written notice to the Proposed ROFR SellerSelling Shareholder, with a copy to the Company and each other Co-Sale Right Holder Company, within twenty (the “Co-Sale Notice”) within ten (1020) Business Days after receipt following the expiration of the First Refusal Expiration Notice Period (or if there is a re-allotment in accordance with Section 4.2, the “Co-Sale Right Second Refusal Period”), to participate in such the sale of any Transfer Shares to the Remaining Shares on extent of such Co-Sale Rights Holder’s Pro Rata Co-Sale Share (as defined below) at the same price and upon the same terms and conditions as set forth indicated in the ROFR Transfer Notice. The A failure by the Co-Sale Notice Rights Holder to respond within such prescribed period shall set forth the number of Ordinary Shares that constitute a decision by such Co-Sale Right Rights Holder wishes not to include in such exercise its right of co-sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holderprovided herein. To the extent one (1) or more of the Co-Sale Right Rights Holders exercise such right of participation co-sale in accordance with the terms and conditions set forth below, the number of Ordinary Transfer Shares that such Proposed ROFR Seller the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The foregoing co-sale right of each Co-Sale Right Rights Holder shall be subject to the following terms and conditions:

Co-Sale Right. In If any Original Shareholder (the event that any Founder of any Founder Holding Company “Selling Original Shareholder”) proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”)transfer, then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised directly or indirectly, any of its right of first refusal with respect Shares to any third party other than such Affiliates agreed by Tencent and the Series A Preferred Majority, to the Founders’ Offered extent any holder of Series Pre-A Preferred Shares and any holder of Series A Preferred Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice does not exercise its respective rights of first refusal as to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale all of the Remaining Transfer Shares on of the same terms and conditions as set forth in the ROFR Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares that Selling Original Shareholder pursuant to Section 4.2, such Co-Sale Right Holder wishes shall have the right (but not the obligations), exercisable upon delivery of a written notice to include the Selling Original Shareholders, with a copy to the Company, within fifteen (15) Business Days after the expiration of the Refusal Period, to participate in the sale of any Transfer Shares to the extent of such sale or transfer, which amount shall not exceed the Co- Sale Right Holder’s Pro Rata Co-Sale Pro Rata Portion (as defined below) of Share at the same price and upon the same terms and conditions indicated in the Transfer Notice. A failure by any Co-Sale Right Holder to respond within such prescribed period shall constitute a decision by such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders Holder not to exercise such its right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller may sell in the transaction shall be correspondingly reducedco-sale as provided herein. The foregoing co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In (a) Subject to the event limitations of this Section 8, to the extent that the Corporation and the Non-Transferring Holders do not exercise their respective Rights of First Refusal with respect to all or any Founder of any Founder Holding Company proposes to sell any or all part of the number of offered Shares pursuant to Section 7 hereof, then to the extent that the Section 7 Selling Holder is a person or entity listed on Schedule 2 attached hereto (the a “Founders’ Offered SharesSection 8 Seller”), then the Remaining Shares such Section 8 Seller shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written deliver an additional notice to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt upon expiration of the 30 day period following delivery of the Subsequent Offer Notice to each Series A Preferred Stock Holder who has not exercised its Right of First Refusal Expiration Notice pursuant to Section 7 (the a “Co-Sale Right PeriodPreferred Stock Holder”) setting forth the number of Shares which are not being purchased by the Corporation and the Non-Transferring Holders pursuant to their respective Rights of First Refusal (“Residual Shares”), and each Co-Sale Preferred Stock Holder shall have the right to participate in such sale sell up to its Pro Rata Co-Sale Share (as defined below) of the Remaining Residual Shares on the same terms and conditions as set forth specified in the ROFR Section 7 Offer Notice. The To exercise its rights hereunder, each Co-Sale Notice shall set forth Preferred Stock Holder (a “Selling Preferred Stock Holder”) must have provided a written notice to the number of Ordinary Shares that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion Section 8 Seller within ten (as defined below10) of such Co-Sale Right Holder. To the extent one or more days after delivery of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth belowNotice, indicating the number of Ordinary Shares shares it holds that such Proposed ROFR Seller may it wishes to sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject pursuant to the following terms and conditions:this Section 8(a).

Co-Sale Right. In the event that any BVI Company or Founder of any Founder Holding Company (the “Co-Sale Selling Shareholder”) proposes to sell Transfer any or all Ordinary Shares held by it to any third party (other than the existing shareholders of the number Company) and the ROFR Holders have not exercised their right of first refusal with respect to any of the Offered Shares (the “Founders’ Offered SharesCo-Sale Holder”), then the Remaining remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 3.2 above shall be subject to co-sale rights under this Section 8.3 3.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) Holder shall have the right, exercisable upon written notice to the Proposed ROFR Seller, Selling Shareholder and the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten fifteen (1015) Business Days days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares on the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller Co-Sale Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

Co-Sale Right. In the event that any BVI Company or Founder of any Founder Holding Company (the “Co-Sale Selling Shareholder”) proposes to sell Transfer any Restricted Shares directly or all indirectly held by it to any third party (other than the existing Shareholders of the number Company) and the ROFR Holders have not exercised their right of first refusal with respect to any of the Offered Shares (the “Founders’ Offered SharesCo-Sale Holders”), then the Remaining remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.2 above shall be subject to co-sale rights under this Section 8.3 4.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) Holder shall have the right, exercisable upon written notice to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder Selling Shareholder and the Company (the “Co-Sale Notice”) within ten (10fifteen(15) Business Days days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Offered Shares on the same terms and conditions as set forth in the ROFR Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Restricted Shares that such Proposed ROFR Seller Co-Sale Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions: