Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. of First Refusal and Co-Sale; Limitations to Right of First Refusal and Co-Sale. 12.1 If Tencent and YY, as applicable, do not elect to purchase all of the Offered Shares in accordance with Section 9, then, subject to the right of holders of Series A Preferred Shares to participate in the sale of the Offered Shares within the time periods specified in Section 11, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period in which to sell the remaining Offered Shares that have not been taken up under Section 9 and Section 11, to the transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and the Memorandum and Articles, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. 12.2 In the event the Transferor does not consummate the sale of such Offered Shares (subject to any applicable co-sale right of holders of Series A Preferred Shares pursuant to Section 11) to the transferee identified in the Transfer Notice within such sixty (60) day period, the rights of Tencent and YY under Section 9 and the right of holders of Series A Preferred Shares under Section 11, as applicable, shall be re-invoked and shall be applicable to each subsequent disposition of such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. 12.3 The exercise or non-exercise of the rights of Tencent and YY under Section 9 to purchase Equity Securities from a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities. 12.4 Subject to the requirements of applicable Law hereof, the restrictions under Section 8 and the right of first refusal under Section 9 shall not apply to (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a holder in accordance with such Person’s any other written agreement with the Company (if any) that is approved by the Majority Series A Preferred Holders and the Majority Series B Preferred Holders, each voting as a separate class, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a shareholder or a special purpose vehicle of such shareholder to the parents, children, spouse of such shareholder, or to a trustee, executor, or other fiduciary for the benefit of such shareholder or his/her parents, children, spouse for bona fide estate planning purposes (each such transferee pursuant to clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”), (d) Transfer of any Equity Securities of the Company now or hereafter held by any Investor to its Affiliates and (e) any Transfer of Equity Securities to Tencent by YY pursuant to Tencent’s exercise of its purchase right in accordance with Section 8.9; provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) respecting any transfer pursuant to clause (c) above, the transferring shareholder has provided Tencent and YY with reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not result in a change of Control of the Company (other than as otherwise contemplated pursuant to the exercise by Tencent of its purchase right in accordance with Section 8.9), and (iv) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed the Deed of Adherence assuming the obligations of the holder of such Equity Securities of the Company under this Agreement and the Memorandum and Articles, with respect to the transferred Equity Securities; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the Memorandum and Articles. Shareholders Agreement

Non-Exercise of Rights. of First Refusal Offer and Co-Sale; Limitations to Right the Company’s Rights of First Refusal and Co-SaleRefusal. 12.1 If Tencent and YY, as applicable, do (i) To the extent that the Shareholders have not elect exercised their rights to purchase all of the Offered Shares in accordance with Section 9, then, subject to the right of holders of Series A Preferred Shares to participate in the sale of the Offered Shares within the time periods specified in Section 116.2, subject to the procedures set forth in this Section 6.3, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period such rights specified in which Section 6.2 to sell offer the remaining Offered Shares (the “Company ROFR Shares”) to any third party purchaser (“Third Party Purchaser”) upon terms and conditions (including the purchase price) no more favorable to Third Party Purchaser than those specified in the Transfer Notice. (ii) If the Transferor proposes to sell the Company ROFR Shares to a Third Party Purchaser, the Transferor shall give the Company a written notice (the “ROFR Notice”), which shall include (a) a description of the Company ROFR Shares, (b) the identity of the Third Party Purchaser(s) and (c) the consideration and other material terms and conditions upon which the proposed Transfer is to be made. The RFOR Notice shall certify that have not been taken up under Section 9 the Transferor has received a definitive offer from the Third Party Purchaser and Section 11in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The RFOR Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the transferee proposed Transfer. (iii) The Company shall have an option for a period of ten (10) days following receipt of the ROFR Notice (the “ROFR Option Period”) to elect to purchase all of the Company ROFR Shares set out in the ROFR Notice at the same price and subject to the same material terms and conditions as described in the ROFR Notice, by notifying the Transferor in writing before expiration of the ROFR Option Period. (iv) If the Company gives the Transferor notice that it desires to purchase all of the Company ROFR Shares, then payment for the Company ROFR Shares to be purchased shall be made by wire transfer in immediately available funds of the appropriate currency, against delivery of such Company ROFR Shares to be purchased with an executed instrument of transfer, at a place agreed to by the Transferor and the Company and at the time of the scheduled closing therefor, no later than thirty (30) days after the Company’s receipt of the ROFR Notice. (v) To the extent that the Company has not exercised its rights to purchase all Company ROFR Shares within the ROFR Option Period, the Transferor shall have a period of ninety (90) days from the expiration of the ROFR Option Period to sell all of the Company ROFR Shares to the Third Party Purchaser identified in the Transfer ROFR Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser such Third Party Purchaser than those specified in the Transfer ROFR Notice, so long as any such sale is effected in accordance with all any applicable securities Laws. The Parties agree that each any such transfereeThird Party Purchaser, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and with respect to the Memorandum and ArticlesCompany ROFR Shares, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. 12.2 (vi) In the event the Transferor does not consummate the sale or disposition of such Offered Shares (subject to any applicable co-sale right of holders of Series A Preferred Company ROFR Shares pursuant to the terms set forth in Section 11) to the transferee identified in the Transfer Notice within such sixty (60) day period6.3(v), the rights of Tencent Sections 6.2 and YY under Section 9 and the right of holders of Series A Preferred Shares under Section 11, as applicable, 6.3 shall be re-invoked invoked, as the case may be, and shall be applicable to each any subsequent disposition of such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. 12.3 (vii) The exercise or non-exercise of the rights of Tencent and YY the Company under Section 9 6.3 to purchase Equity Securities of the Company from a Transferor shall not adversely affect their its rights to make subsequent purchases from the Transferor of Equity Securities. 12.4 Subject to the requirements of applicable Law hereof, the restrictions under Section 8 and the right of first refusal under Section 9 shall not apply to (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a holder in accordance with such Person’s any other written agreement with the Company (if any) that is approved by the Majority Series A Preferred Holders and the Majority Series B Preferred Holders, each voting as a separate class, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a shareholder or a special purpose vehicle of such shareholder to the parents, children, spouse of such shareholder, or to a trustee, executor, or other fiduciary for the benefit of such shareholder or his/her parents, children, spouse for bona fide estate planning purposes (each such transferee pursuant to clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”), (d) Transfer of any Equity Securities of the Company now or hereafter held by any Investor to its Affiliates and (e) any Transfer of Equity Securities to Tencent by YY pursuant to Tencent’s exercise of its purchase right in accordance with Section 8.9; provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) respecting any transfer pursuant to clause (c) above, the transferring shareholder has provided Tencent and YY with reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not result in a change of Control of the Company (other than as otherwise contemplated pursuant to the exercise by Tencent of its purchase right in accordance with Section 8.9), and (iv) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed the Deed of Adherence assuming the obligations of the holder of such Equity Securities of the Company under this Agreement and the Memorandum and Articles, with respect to the transferred Equity Securities; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the Memorandum and Articles. Shareholders Agreementhereunder.

Non-Exercise of Rights. of First Refusal and Co-Sale; Limitations to Right of First Refusal and Co-Sale. 12.1 (a) If Tencent and YY, as applicable, the Investors do not elect to purchase all of the Offered Shares in accordance with Section 910.2, then, subject to the right of holders of Series A Preferred Shares the Investors to exercise their rights to participate in the sale of the Offered Shares within the time periods specified in Section 1110.3, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period in which to sell the remaining Offered Shares that have not been taken up under Section 9 and Section 11, to the transferee Transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and the Memorandum and ArticlesTransferor, and the transfer Transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. 12.2 (b) In the event the Transferor does not consummate the sale of such Offered Shares (subject to any applicable co-sale right of holders of Series A Preferred Shares pursuant to Section 11) to the third party transferee identified in the Transfer Notice within such the sixty (60) day 60)-day period, the rights of Tencent and YY the Investors under Section 9 10.2 and the right of holders of Series A Preferred Shares under Section 11, as applicable, 10.3 shall be re-invoked and shall be applicable to each subsequent disposition of such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. 12.3 (c) The exercise or non-exercise of the rights of Tencent and YY the Investors under this Section 9 10 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity SecuritiesSecurities or subsequently participate in sales of Equity Securities by the Transferor hereunder. 12.4 Subject to the requirements of applicable Law hereof, the restrictions under Section 8 and the right of first refusal under Section 9 (d) No Equity Securities shall not apply to (a) any repurchase be transferred by the Transferor or any Selling Shareholder pursuant to Section 10.3 if such Transfer, in a single transaction or a series of related transactions, will result in the change of the Control over the Company to be acquired by any Exercising Shareholder or Transferee unless such Transferee offers in writing to purchase all of any the issued and outstanding Equity Securities of the Company now or hereafter held Company, in which even the aggregate consideration payable by a holder in accordance with such Person’s any other written agreement with the Company (if any) that is approved by the Majority Series A Preferred Holders and the Majority Series B Preferred Holders, each voting as a separate class, (b) any sale of Equity Securities of the Company to the public Transferee shall be distributed pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a shareholder or a special purpose vehicle of such shareholder to the parents, children, spouse of such shareholder, or to a trustee, executor, or other fiduciary for the benefit of such shareholder or his/her parents, children, spouse for bona fide estate planning purposes (each such transferee pursuant to clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”), (d) Transfer of any Equity Securities of the Company now or hereafter held by any Investor to its Affiliates and (e) any Transfer of Equity Securities to Tencent by YY pursuant to Tencent’s exercise of its purchase right in accordance with Section 8.9; provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) respecting any transfer pursuant to clause (c) above, the transferring shareholder has provided Tencent and YY with reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not result in a change of Control of the Company (other than as otherwise contemplated pursuant to the exercise by Tencent of its purchase right in accordance with Section 8.9), and (iv) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed the Deed of Adherence assuming the obligations of the holder of such Equity Securities of the Company under this Agreement and the Memorandum and Articles, with respect to the transferred Equity Securities; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the Memorandum and Articles. Shareholders AgreementArticle 3.2

Non-Exercise of Rights. of First Refusal and Co-Sale; Limitations to Right of First Refusal and Co-Sale. 12.1 If Tencent and YY, as applicable, do not elect to purchase all of the Offered Shares in accordance with Section 9, then, subject to the right of holders of Series A Preferred Shares to participate in the sale of the Offered Shares within the time periods specified in Section 11, the Transferor shall have a period of sixty (60) days from the expiration of the Option Period in which to sell the remaining Offered Shares that have not been taken up under Section 9 and Section 11, to the transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Transferor under this Agreement and the Memorandum and Articles, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. 12.2 In the event the Transferor does not consummate the sale of such Offered Shares (subject to any applicable co-sale right of holders of Series A Preferred Shares pursuant to Section 11) to the transferee identified in the Transfer Notice within such sixty (60) day period, the rights of Tencent and YY under Section 9 and the right of holders of Series A Preferred Shares under Section 11, as applicable, shall be re-invoked and shall be applicable to each subsequent disposition of such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement. 12.3 The exercise or non-exercise of the rights of Tencent and YY under Section 9 to purchase Equity Securities from a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities. 12.4 Subject to the requirements of applicable Law hereof, the restrictions under Section 8 and the right of first refusal under Section 9 shall not apply to (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a holder in accordance with such Person’s any other written agreement with the Company (if any) that is approved by the Majority Series A Preferred Holders and the Majority Series B Preferred Holders, each voting as a separate class, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a shareholder or a special purpose vehicle of such shareholder to the parents, children, spouse of such shareholder, or to a trustee, executor, or other fiduciary for the benefit of such shareholder or his/her parents, children, spouse for bona fide estate planning purposes (each such transferee pursuant to clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”), (d) Transfer of any Equity Securities of the Company now or hereafter held by any Investor to its Affiliates and (e) any Transfer of Equity Securities to Tencent by YY pursuant to Tencent’s exercise of its purchase right in accordance with Section 8.9; provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) respecting any transfer pursuant to clause (c) above, the transferring shareholder has provided Tencent and YY with reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not result in a change of Control of the Company (other than as otherwise contemplated pursuant to the exercise by Tencent of its purchase right in accordance with Section 8.9), and (iv) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed the Deed of Adherence assuming the obligations of the holder of such Equity Securities of the Company under this Agreement and the Memorandum and Articles, with respect to the transferred Equity Securities; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the Memorandum and Articles. Shareholders AgreementAgreement 31