Common use of Designation Right Clause in Contracts

Designation Right. The Board shall have four (4) members. For so long as K2 is the Majority Series A-1 Preferred Shareholder, K2 shall be entitled to designate one (1) Director (“K2 Director”); for so long as Matrix is a holder of any Series A-2 Preferred Share, Matrix shall be entitled to designate one (1) Director (“Matrix Director”); for so long as Taikang is a holder of any Series C Preferred Share, Taikang shall be entitled to designate one (1) Director (“Taikang Director”, collectively with K2 Director and Matrix Director, as “Investor Directors”). The other one (1) Director shall be designated by the Majority Class A Ordinary Shareholders (excluding the Holders of the Preferred Shares and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares) (“Ordinary Director”). Notwithstanding anything to the contrary, each director of the Company shall have one (1) vote for each of the matters submitted to the Board, provided that Ordinary Director of the Company shall have four (4) votes for each of the matters submitted to the Board. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director. The board of directors of HK Company shall have seven (7) members, of which one (1) shall be Taikang Director, one (1) shall be Matrix Director, one (1) shall be K2 Director and the other four (4) directors shall be designated by the Majority Class A Ordinary Shareholders (excluding the Holders of the Preferred Shares and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares). Notwithstanding anything to the contrary, each director of the HK Company shall have one (1) vote for each of the matters submitted to the board of HK Company.

Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall have four consist of up to nine (49) memberspersons (exclusive of alternate Directors). For so long as K2 is the Majority Series A-1 Preferred ShareholderWIL directly or indirectly holds any Shares then outstanding, K2 it shall be entitled to designate one (1) Director (the “K2 WIL Director”); for . For so long as Matrix is a holder of JD directly or indirectly holds any Series A-2 Preferred ShareShares then outstanding, Matrix it shall be entitled to designate one (1) Director (the “Matrix JD Director”); for . For so long as Taikang is a holder of LC directly or indirectly holds any Series C Preferred ShareShares then outstanding, Taikang it shall be entitled to designate one (1) Director (the “Taikang LC Director”, collectively with K2 Director and Matrix Director, as “Investor Directors”). The other For so long as Eastern Xxxx directly or indirectly holds any Shares then outstanding, it shall be entitled to designate one (1) Director shall be designated by (the Majority Class A Ordinary Shareholders (excluding “Eastern Xxxx Director”, together with JD Director, LC Director and WIL Director, the Holders of the “Preferred Shares Directors”, and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares) (each a “Ordinary Preferred Director”). Notwithstanding anything For so long as the Plum Ventures holds any Shares then outstanding, it shall be entitled to designate one (1) Director (the contrary“Plum Director”, together with Preferred Directors, the “Investor Directors”, and each director of an “Investor Director”). For so long as XXXX Xxxxx (单丹丹) directly or indirectly holds any Shares then outstanding, she shall be entitled to designate the Company remaining Directors (the “Founder Directors” and each, a “Founder Director”), and the Founder Directors shall collectively have six (6) votes, among which (i) each Founder Director (other than XXXX Xxxxx (单丹丹)) shall have one (1) vote for vote, and (ii) XXXX Xxxxx (单丹丹) shall have all the remaining votes at each Board meeting. Each of the matters submitted China Logistic Investment Holding (1) Limited, Huize, Prospect Avenue Capital Limited Partnership, Matrix, China Life, CCT Fund and Poly Platinum shall be entitled to designate one (1) non-voting observer to the BoardBoard and each committee thereof (including without limitation, provided that Ordinary Director the Compensation Committee) to attend board or board committee meetings of the Company shall have four (4) votes for each of the matters submitted to the Boardor its affiliates. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director. The board of directors of HK Company shall have seven (7) members, of which one (1) shall be Taikang Director, one (1) shall be Matrix Director, one (1) shall be K2 Director and the other four (4) directors shall be designated by the Majority Class A Ordinary Shareholders (excluding the Holders of the Preferred Shares and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares). Notwithstanding anything to the contrary, each director of the HK Company shall have one (1) vote for each of the matters submitted to the board of HK Company.

Designation Right. The Company’s Restated M&A shall provide that the Company’s Board shall have four consist of up to nine (49) members. For so long as K2 is , which number of members shall not be changed except pursuant to an amendment to the Majority Series A-1 Preferred Shareholder, K2 Restated M&A. Eastern Xxxx shall be entitled have the right to designate one (1) Director (the “K2 Eastern Xxxx Director”); for so long as Matrix is a holder , provided that Eastern Xxxx holds not less than 8% of any Series A-2 Preferred Share, Matrix the Ordinary Shares (assuming conversion of all convertible securities) then outstanding. Trustbridge shall be entitled have the right to designate one (1) Director (the “Matrix Trustbridge Director”); for so long as Taikang is a holder , provided that Trustbridge holds not less than 8% of any Series C Preferred Share, Taikang the Ordinary Shares (assuming conversion of all convertible securities) then outstanding. Crescent shall be entitled have the right to designate one (1) Director (the “Taikang Crescent Director”), provided that Crescent holds not less than 8% of the Ordinary Shares (assuming conversion of all convertible securities) then outstanding. CDH shall have the right to designate one (1) Director (the “CDH Director”, collectively together with K2 the Eastern Xxxx Director, the Trustbridge Director and Matrix the Crescent Director, as collectively, the “Investor Directors”), provided that CDH holds not less than 3.5% of the Ordinary Shares (assuming conversion of all convertible securities) then outstanding. The other Ordinary Majority shall have the right to appoint and remove five (5) Directors (collectively, the “Ordnary Share Directors”), one (1) of which shall be determined by the Ordinary Majority at any time, provided that if at any time the board seat of such last Ordinary Share Director is vacant, the voting power of the last Ordinary Share Director shall be designated by casted on XIAO Shanglue (肖尚略), as long as XIAO Shanglue (肖尚略) then serves as a Director, subject to any applicable laws in the Majority Class A Ordinary Shareholders (excluding the Holders of the Preferred Shares and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares) (“Ordinary Director”). Notwithstanding anything to the contrary, each director of the Company shall have one (1) vote for each of the matters submitted to the Board, provided that Ordinary Director of the Company shall have four (4) votes for each of the matters submitted to the BoardCayman Islands. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the vote or written consent of the same shareholder or shareholders who nominated and elected such Director. The Series B+ Investor shall have the right to collectively appoint one (1) observer to the board of directors of HK the Company shall have seven to attend the meetings of the Board or any committes under the Board in a non-voting observer capacity (7) memberssuch individual, the “Series B+ Observer”), provided that, if any Series B+ Investor fails to close the investment contemplated under the Share Purchase Agreement, the right of which one (1) the Series B+ Investors to appoint the Series B+ Observer shall be Taikang Director, one (1) shall be Matrix Director, one (1) shall be K2 Director and the other four (4) directors shall be designated by the Majority Class A Ordinary Shareholders (excluding the Holders of the Preferred Shares and the Class B Ordinary Shares who have converted their securities into Class A Ordinary Shares). Notwithstanding anything to the contrary, each director of the HK Company shall have one (1) vote for each of the matters submitted to the board of HK Companyforfeited.