Common use of Options, Reserved Shares Clause in Contracts

Options, Reserved Shares. The Company has reserved enough Ordinary Shares (the “Conversion Shares”) for issuance upon the conversion of the Preferred Shares, including the Purchased Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing in the form attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 2,358,444 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors of the Group Companies pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board of Directors”), and (iv) as contemplated hereby and by the Restated Articles, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this SECTION 3.02(c), Section 3.02(c) of the Disclosure Schedule and the Shareholders Agreement, the Company is not a party to any contract that would subject the shares (including the Purchased Shares and other Preferred Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other Person).

Options, Reserved Shares. The Company has reserved enough Ordinary Shares (the “Conversion Shares”) for issuance upon the conversion of the Preferred Shares, including the Purchased Shares. Except for (i) the conversion privileges of the Series Seed Preferred Shares, Series A Preferred Shares and Series B Preferred Shares, (ii) the preemptive rights provided in the Third Amended and Restated Shareholders Agreement to be entered into at the Closing in the form attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 2,358,444 5,861,480 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors of the Group Companies pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board of DirectorsBoard”), and (iv) as contemplated hereby and by the Restated Articles, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this SECTION 3.02(c), Section 3.02(c) of the Disclosure Schedule and the Shareholders Agreement, the Company is not a party to any contract that would subject the shares (including the Purchased Shares and other Preferred Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other PersonPerson (as defined below)).

Options, Reserved Shares. The Company has reserved enough Ordinary Shares (the “Conversion Shares”) for issuance upon the conversion of the Preferred Shares, including the Purchased Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the 33,961,500 Ordinary Shares reserved for issuance pursuant to the ESOP, (iii) the 20,830,100 Ordinary Shares reserved for issuance to employees, officers, directors, or consultants of a Group Company pursuant to the Company’s 2019 New Share Incentive Plan to be approved by the Board, and (iv) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing in the form attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 2,358,444 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors of the Group Companies pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board of Directors”), and (iv) as contemplated hereby and by the Restated ArticlesControl Documents, there are no options, warrants, conversion privileges, agreements or rights of any kind kind, orally or in writing, with respect to the issuance or purchase of the shares of the any Group Company. Apart from the exceptions noted in this SECTION Section 3.02(c), Section 3.02(c) of the Disclosure Schedule and the Shareholders AgreementAgreement and Control Documents, the Company is not a party to any contract that would subject the no shares (including the Purchased Shares, Additional Purchased Shares and other Preferred Conversion Shares) of the Company’s any Group Companies’ outstanding share capital, registered capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the any Group Company, are subject to any preemptive rights, rights of first refusal (except to the extent provided by applicable PRC Laws) or other rights of any kind to purchase such shares (whether in favor of the any Group Company or any other Personperson).

Options, Reserved Shares. The Company has reserved enough Ordinary Shares (the “Conversion Shares”) for issuance upon the conversion of the Preferred Shares, including the Purchased Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the 33,961,500 Ordinary Shares reserved for issuance pursuant to the ESOP, (iii) a certain number of Ordinary Shares reserved for issuance to employees, officers, directors, or consultants of a Group Company as stipulated in Series D Purchase Agreement pursuant to the Company’s 2019 New Share Incentive Plan to be approved by the Board, and (iv) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing in the form attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 2,358,444 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors of the Group Companies pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board of Directors”), and (iv) as contemplated hereby and by the Restated ArticlesControl Documents, there are no options, warrants, conversion privileges, agreements or rights of any kind kind, orally or in writing, with respect to the issuance or purchase of the shares of the any Group Company. Apart from the exceptions noted in this SECTION Section 3.02(c), Section 3.02(c) of the Disclosure Schedule and the Shareholders AgreementAgreement and Control Documents, the Company is not a party to any contract that would subject the no shares (including the Purchased Shares and other Preferred Conversion Shares) of the Company’s any Group Companies’ outstanding share capital, registered capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the any Group Company, are subject to any preemptive rights, rights of first refusal (except to the extent provided by applicable PRC Laws) or other rights of any kind to purchase such shares (whether in favor of the any Group Company or any other Personperson).