Common use of Exercise Steps Clause in Contracts

Exercise Steps. (a) The exercise of the Asset Purchase Option by Party A shall be subject to the compliance with laws and regulations of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (the “Asset Purchase Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Option; (ii) the assets to be purchased by Party A from Party C (the “Purchased Assets”); and (iii) the date for purchasing the Purchased Assets. (b) After the delivery of the Asset Purchase Notice, upon Party A’s each exercise of the Asset Purchase Option, Party C covenants to take, and Party B covenants to procure Party C to take, the following actions: (i) causing Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party C’s transfer of the Purchased Assets to Party A and/or the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer of the Purchased Assets, in accordance with the provisions of this Agreement and each Asset Purchase Notice; and (iii) executing all other necessary contracts, agreements or documents, obtaining all necessary government licenses and permits, and taking all necessary actions to transfer the valid ownership, free from any security interests, of the Purchased Asset to Party A and/or the Nominee(s), and completing all registrations and filings necessary for the transfer of the intellectual properties in accordance with laws of the PRC, to cause Party A and/or the Nominee(s) to become the legally registered owner(s) of the Purchased Asset.

Exercise Steps. 2.1 Pursuant to the applicable laws of the PRC, Party A shall have the right to determine the time, manner and number of exercises for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the PRC permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above or earlier if requested by Party A, Party B shall immediately: (a) The exercise of enter into an Equity Transfer Agreement in the Asset Purchase Option format reasonably requested by Party A shall be subject to or its Designees with such modifications as are required by the compliance with laws and regulations of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (the “Asset Purchase Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Option; (iic) revise the assets to be purchased by Articles of Association of Party C together with Party A from and/or its Designee to ensure that Party C (A or its Designee may own the “Purchased Assets”); andEquities of Party C; (iiid) the date for purchasing the Purchased Assets. (b) After the delivery of the Asset Purchase Notice, upon Party A’s each exercise of the Asset Purchase Option, Party C covenants to take, and Party B covenants to procure Party C to take, the following actions: (i) causing cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and any requested amendment to the Articles of Association of Party C’s transfer of the Purchased Assets to ; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer laws of the Purchased Assets, in accordance with PRC within thirty (30) business days as of the provisions date of this Agreement and each Asset receipt of the Equity Purchase NoticeExercise Notice by Party B or an earlier time agreed upon by the parties; and (iiif) executing execute all other necessary requisite contracts, agreements or documents, obtaining obtain all necessary government licenses requisite approvals and permitsconsents of the government, and taking conduct all necessary actions to transfer the valid ownership, free from without any security interestsSecurity Interest, of the Purchased Asset Object Equities to Party A and/or the Nominee(s)its Designee, and completing all registrations and filings necessary for cause Party A and/or its Designee to be the transfer registered owner of the intellectual properties Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, to purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the PRC permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 above or earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in accordance the in the format reasonably requested by Party A or its Designees with such modifications as are required by the laws of the PRC; (b) convene a shareholder’s meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with Party B and all other shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the Nominee(s) to become the legally registered owner(s) owner of the Purchased AssetObject Assets (if necessary). 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.

Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,or earlier if requested by Party A, party B shall immediately: (a) The exercise obtain the waiver concerning the first refusalof other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Asset Equity Purchase Option by Party A shall be subject to the compliance with laws and regulations of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (the “Asset Purchase Exercise Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Option; (iic) revise the assets to be purchased by Articles of Association of Party C together with Party A from and/or its Designee and other shareholders of Party C (at that time pursuant to the “Purchased Assets”); andEquity Transfer Agreement; (iiid) the date for purchasing the Purchased Assets. (b) After the delivery of the Asset Purchase Notice, upon Party A’s each exercise of the Asset Purchase Option, Party C covenants to take, and Party B covenants to procure Party C to take, the following actions: (i) causing cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C’s transfer of the Purchased Assets to ; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer laws of the Purchased Assets, in accordance with P.R.C. within thirty (30) business days as of the provisions date of this Agreement and each Asset receipt of the Equity Purchase NoticeExercise Noticeby Party B or an earlier time agreed upon by the parties; and (iiif) executing execute all other necessary requisite contracts, agreements or documents, obtaining obtain all requisite approvals and consents of the government, conduct all necessary government licenses and permitsactions to transfer the valid ownership,without any Security Interest,of the Object Equities to Party A and/or its Designee, and taking cause Party A and/or its Designee to be the registered owner of the Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice; (b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, free from without any security interestsinterest, of the Purchased Asset Object Assets to Party A and/or the Nominee(s)it Designee, and completing all registrations and filings necessary for the transfer of the intellectual properties in accordance with laws of the PRC, to cause Party A and/or its Designee to be the Nominee(s) to become the legally registered owner(s) owner of the Purchased AssetObject Assets (if necessary);. 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.

Exercise Steps. 2.1 Pursuant to the applicable laws of the PRC, Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the PRC permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above or earlier if requested by Party A, Party B shall immediately: (a) The exercise obtain the waiver concerning the first refusal of the Asset Purchase Option by Party A shall be subject to the compliance with laws and regulations other shareholders of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (at that time on the “Asset Purchase Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Optionpurchase of such equities; (ii) the assets to be purchased by Party A from Party C (the “Purchased Assets”); and (iii) the date for purchasing the Purchased Assets. (b) After enter into an Equity Transfer Agreement in the delivery format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Asset Equity Purchase Exercise Notice, upon Party A’s each exercise ; (c) revise the Articles of the Asset Purchase Option, Association of Party C covenants to take, together with Party A and/or its Designee and Party B covenants to procure other shareholders of Party C at that time pursuant to take, the following actions:Equity Transfer Agreement; (id) causing cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C’s transfer of the Purchased Assets to ; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer laws of the Purchased Assets, in accordance with PRC within thirty (30) business days as of the provisions date of this Agreement and each Asset receipt of the Equity Purchase NoticeExercise Notice by Party B or an earlier time agreed upon by the parties; and (iiif) executing execute all other necessary requisite contracts, agreements or documents, obtaining obtain all necessary government licenses requisite approvals and permitsconsents of the government, and taking conduct all necessary actions to transfer the valid ownership, free from without any security interestsSecurity Interest, of the Purchased Asset Object Equities to Party A and/or the Nominee(s)its Designee, and completing all registrations and filings necessary for the transfer of the intellectual properties in accordance with laws of the PRC, to cause Party A and/or its Designee to be the Nominee(sregistered owner of the Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to become Party C to exercise the legally registered owner(s) Assets Purchase Option under this Agreement, purchase all or part of the Purchased AssetObject Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the PRC permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 above or earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice; (b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary). 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.

Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above, or earlier if requested by Party A , party B shall immediately: (a) The exercise obtain the waiver concerning the first refusal of other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Asset Equity Purchase Option by Party A shall be subject to the compliance with laws and regulations of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (the “Asset Purchase Exercise Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Option; (iic) revise the assets to be purchased by Articles of Association of Party C together with Party A from and/or its Designee and other shareholders of Party C (at that time pursuant to the “Purchased Assets”); andEquity Transfer Agreement; (iiid) the date for purchasing the Purchased Assets. (b) After the delivery of the Asset Purchase Notice, upon Party A’s each exercise of the Asset Purchase Option, Party C covenants to take, and Party B covenants to procure Party C to take, the following actions: (i) causing cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C’s transfer of the Purchased Assets to ; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer laws of the Purchased Assets, in accordance with P.R.C. within thirty (30) business days as of the provisions date of this Agreement and each Asset receipt of the Equity Purchase NoticeExercise Notice by Party B or an earlier time agreed upon by the parties; and (iiif) executing execute all other necessary requisite contracts, agreements or documents, obtaining obtain all necessary government licenses requisite approvals and permitsconsents of the government, and taking conduct all necessary actions to transfer the valid ownership, free from without any security interestsSecurity Interest, of the Purchased Asset Object Equities to Party A and/or the Nominee(s)its Designee, and completing all registrations and filings necessary for the transfer of the intellectual properties in accordance with laws of the PRC, to cause Party A and/or its Designee to be the Nominee(sregistered owner of the Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to become Party C to exercise the legally registered owner(s) Assets Purchase Option under this Agreement, purchase all or part of the Purchased AssetObject Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 above or earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice; (b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary). 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.

Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above, or earlier if requested by Party A , party B shall immediately: (a) The exercise obtain the waiver concerning the first refusal of other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Asset Equity Purchase Option by Party A shall be subject to the compliance with laws and regulations of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (the “Asset Purchase Exercise Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Option; (iic) revise the assets to be purchased by Articles of Association of Party C together with Party A from and/or its Designee and other shareholders of Party C (at that time pursuant to the “Purchased Assets”); andEquity Transfer Agreement; (iiid) the date for purchasing the Purchased Assets. (b) After the delivery of the Asset Purchase Notice, upon Party A’s each exercise of the Asset Purchase Option, Party C covenants to take, and Party B covenants to procure Party C to take, the following actions: (i) causing cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C’s transfer of the Purchased Assets to ; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer laws of the Purchased Assets, in accordance with P.R.C. within thirty (30) business days as of the provisions date of this Agreement and each Asset receipt of the Equity Purchase NoticeExercise Notice by Party B or an earlier time agreed upon by the parties; and (iiif) executing execute all other necessary requisite contracts, agreements or documents, obtaining obtain all necessary government licenses requisite approvals and permitsconsents of the government, and taking conduct all necessary actions to transfer the valid ownership, free from without any security interestsSecurity Interest, of the Purchased Asset Object Equities to Party A and/or the Nominee(s)its Designee, and completing all registrations and filings necessary for the transfer of the intellectual properties in accordance with laws of the PRC, to cause Party A and/or its Designee to be the Nominee(sregistered owner of the Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to become Party C to exercise the legally registered owner(s) Assets Purchase Option under this Agreement, purchase all or part of the Purchased AssetObject Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 above or earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice; (b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets （if necessary）. 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.

Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,or earlier if requested by Party A, party B shall immediately: (a) The exercise obtain the waiver concerning the first refusalof other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Asset Equity Purchase Option by Party A shall be subject to the compliance with laws and regulations of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (the “Asset Purchase Exercise Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Option; (iic) revise the assets to be purchased by Articles of Association of Party C together with Party A from and/or its Designee and other shareholders of Party C (at that time pursuant to the “Purchased Assets”); andEquity Transfer Agreement; (iiid) the date for purchasing the Purchased Assets. (b) After the delivery of the Asset Purchase Notice, upon Party A’s each exercise of the Asset Purchase Option, Party C covenants to take, and Party B covenants to procure Party C to take, the following actions: (i) causing cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C’s transfer of the Purchased Assets to ; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer laws of the Purchased Assets, in accordance with P.R.C. within thirty (30) business days as of the provisions date of this Agreement and each Asset receipt of the Equity Purchase NoticeExercise Noticeby Party B or an earlier time agreed upon by the parties; and (iiif) executing execute all other necessary requisite contracts, agreements or documents, obtaining obtain all requisite approvals and consents of the government, conduct all necessary government licenses and permitsactions to transfer the valid ownership,without any Security Interest,of the Object Equities to Party A and/or its Designee, and taking cause Party A and/or its Designee to be the registered owner of the Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice; (b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, free from without any security interestsinterest, of the Purchased Asset Object Assets to Party A and/or the Nominee(s)it Designee, and completing all registrations and filings necessary for the transfer of the intellectual properties in accordance with laws of the PRC, to cause Party A and/or its Designee to be the Nominee(s) to become the legally registered owner(s) owner of the Purchased AssetObject Assets（if necessary）. 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.

Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,or earlier if requested by Party A, party B shall immediately: (a) The exercise obtain the waiver concerning the first refusalof other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Asset Equity Purchase Option by Party A shall be subject to the compliance with laws and regulations of the PRC. When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B and Party C (the “Asset Purchase Exercise Notice”), specifying the following: (i) Party A’s decision to exercise the Asset Purchase Option; (iic) revise the assets to be purchased by Articles of Association of Party C together with Party A from and/or its Designee and other shareholders of Party C (at that time pursuant to the “Purchased Assets”); andEquity Transfer Agreement; (iiid) the date for purchasing the Purchased Assets. (b) After the delivery of the Asset Purchase Notice, upon Party A’s each exercise of the Asset Purchase Option, Party C covenants to take, and Party B covenants to procure Party C to take, the following actions: (i) causing cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C’s transfer of the Purchased Assets to ; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the Nominee(s); (ii) executing an asset transfer agreement with respect to each transfer laws of the Purchased Assets, in accordance with P.R.C. within thirty (30) business days as of the provisions date of this Agreement and each Asset receipt of the Equity Purchase NoticeExercise Noticeby Party B or an earlier time agreed upon by the parties; and (iiif) executing execute all other necessary requisite contracts, agreements or documents, obtaining obtain all requisite approvals and consents of the government, conduct all necessary government licenses and permitsactions to transfer the valid ownership,without any Security Interest,of the Object Equities to Party A and/or its Designee, and taking cause Party A and/or its Designee to be the registered owner of the Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice; (b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, free from without any security interestsinterest, of the Purchased Asset Object Assets to Party A and/or the Nominee(s)it Designee, and completing all registrations and filings necessary for the transfer of the intellectual properties in accordance with laws of the PRC, to cause Party A and/or its Designee to be the Nominee(s) to become the legally registered owner(s) owner of the Purchased AssetObject Assets (if necessary). 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.