Common use of Procedures for Exercise of the Equity Purchase Option Clause in Contracts

Procedures for Exercise of the Equity Purchase Option. 3.1 In case the WFOE decides to exercise the Equity Purchase Option pursuant to Section 1.1 above, the WFOE shall send to the Company and the Existing Shareholders a written notice which shall state the proportion of the Target Equity to be transferred and the identity of the proposed transferee (the “Equity Purchase Notice”). 3.2 The Company and the Existing Shareholders shall, within thirty (30) days as of the date of the Equity Purchase Notice and for the purpose of handling the registration of the said equity transfer, provide all necessary materials and documents and take all necessary action and measures, including but not limited to, convening the shareholders’ meetings or BOD meetings to pass such equity transfer and obtaining the written documents that the other shareholders agree to waive any preemptive right regarding equity transfer. 3.3 Except the notice set forth in Section 3.1 above, no other prerequisite or incidental conditions or procedures will be required regarding the exercise by the WFOE of the Equity Purchase Option. 3.4 The Company and the Existing Shareholders shall, as per this Agreement and the Equity Purchase Notice, carry out each of the transfer of the Target Equity, and cooperate to execute, and procure the then-currently other shareholders of the Company and the WFOE and/or each of the Nominated Entities (as the case may be) to execute, the Equity Transfer Agreement with the format attached as Annex 1 hereto. However, in case there are different provisions for the contents or format of the equity transfer agreement under PRC laws, the provisions of the PRC laws shall prevail. 3.5 In case the WFOE decides to exercise the Equity Purchase Option pursuant to the provisions of Section 1.1 above, the corresponding parties shall execute all necessary contracts, agreements and documents, obtain all necessary governmental licenses and permits, and take all necessary action, transfer the effective ownership of the Target Equity to the WFOE and/or the Nominated Entity without any limitation from encumbrance, and shall procure the WFOE and/or the Nominated Entity to be the registered owner of the Target Equity. The encumbrance under this Section and this Agreement shall include security, pledge, third party rights or interests, stock options, purchase options, preemptive rights, set-off rights, title liens or other security arrangements, but shall exclude any encumbrance created by this Agreement, the Equity Interest Pledge Agreement entered into by and among the Parties on September 8, 2020 (the “Equity Interest Pledge Agreement”), the Exclusive Management Services and Business Cooperation Agreement entered into by and among the WFOE, the Company and other related parties on May 7, 2020 or the Proxy Agreement and Power of Attorney entered into by and among the Parties on September 8, 2020 (the “Proxy Agreement and Power of Attorney”).

Procedures for Exercise of the Equity Purchase Option. 3.1 In case the WFOE decides to exercise the Equity Purchase Option pursuant to Section 1.1 above, the WFOE shall send to the Company and the Existing Shareholders a written notice which shall state the proportion of the Target Equity to be transferred and the identity of the proposed transferee (the “Equity Purchase Notice”). 3.2 The Company and the Existing Shareholders shall, within thirty (30) days as of the date of the Equity Purchase Notice and for the purpose of handling the registration of the said equity transfer, provide all necessary materials and documents and take all necessary action and measures, including but not limited to, convening the shareholders’ meetings or BOD meetings to pass such equity transfer and obtaining the written documents that the other shareholders agree to waive any preemptive right regarding equity transfer. 3.3 Except the notice set forth in Section 3.1 above, no other prerequisite or incidental conditions or procedures will be required regarding the exercise by the WFOE of the Equity Purchase Option. 3.4 The Company and the Existing Shareholders shall, as per this Agreement and the Equity Purchase Notice, carry out each of the transfer of the Target Equity, and cooperate to execute, and procure the then-currently other shareholders of the Company and the WFOE and/or each of the Nominated Entities (as the case may be) to execute, the Equity Transfer Agreement with the format attached as Annex 1 hereto. However, in case there are different provisions for the contents or format of the equity transfer agreement under PRC laws, the provisions of the PRC laws shall prevail. 3.5 In case the WFOE decides to exercise the Equity Purchase Option pursuant to the provisions of Section 1.1 above, the corresponding parties shall execute all necessary contracts, agreements and documents, obtain all necessary governmental licenses and permits, and take all necessary action, transfer the effective ownership of the Target Equity to the WFOE and/or the Nominated Entity without any limitation from encumbrance, and shall procure the WFOE and/or the Nominated Entity to be the registered owner of the Target Equity. The encumbrance under this Section and this Agreement shall include security, pledge, third party rights or interests, stock options, purchase options, preemptive rights, set-off rights, title liens or other security arrangements, but shall exclude any encumbrance created by this Agreement, the Equity Interest Pledge Agreement entered into by and among the Parties on September 8August 31, 2020 (the “Equity Interest Pledge Agreement”), the Exclusive Management Services and Business Cooperation Agreement entered into by and among the WFOE, the Company and other related parties on May 7August 31, 2020 or the Proxy Agreement and Power of Attorney entered into by and among the Parties on September 8August 31, 2020 (the “Proxy Agreement and Power of Attorney”).

Procedures for Exercise of the Equity Purchase Option. 3.1 In case the WFOE decides to exercise the Equity Purchase Option pursuant to Section 1.1 above, the WFOE shall send to the Company and the Existing Shareholders a written notice which shall state the proportion of the Target Equity to be transferred and the identity of the proposed transferee (the “Equity Purchase Notice”). 3.2 The Company and the Existing Shareholders shall, within thirty (30) days as of the date of the Equity Purchase Notice and for the purpose of handling the registration of the said equity transfer, provide all necessary materials and documents and take all necessary action and measures, including but not limited to, convening the shareholders’ meetings or BOD meetings to pass such equity transfer and obtaining the written documents that the other shareholders agree to waive any preemptive right regarding equity transfer. 3.3 Except the notice set forth in Section 3.1 above, no other prerequisite or incidental conditions or procedures will be required regarding the exercise by the WFOE of the Equity Purchase Option. 3.4 The Company and the Existing Shareholders shall, as per this Agreement and the Equity Purchase Notice, carry out each of the transfer of the Target Equity, and cooperate to execute, and procure the then-currently other shareholders of the Company and the WFOE and/or each of the Nominated Entities (as the case may be) to execute, the Equity Transfer Agreement with the format attached as Annex 1 hereto. However, in case there are different provisions for the contents or format of the equity transfer agreement under PRC laws, the provisions of the PRC laws shall prevail. 3.5 In case the WFOE decides to exercise the Equity Purchase Option pursuant to the provisions of Section 1.1 above, the corresponding parties shall execute all necessary contracts, agreements and documents, obtain all necessary governmental licenses and permits, and take all necessary action, transfer the effective ownership of the Target Equity to the WFOE and/or the Nominated Entity without any limitation from encumbrance, and shall procure the WFOE and/or the Nominated Entity to be the registered owner of the Target Equity. The encumbrance under this Section and this Agreement shall include security, pledge, third party rights or interests, stock options, purchase options, preemptive rights, set-off rights, title liens or other security arrangements, but shall exclude any encumbrance created by this Agreement, the Equity Interest Pledge Agreement entered into by and among the Parties on September 8, 2020 (the “Equity Interest Pledge Agreement”), the Exclusive Management Services and Business Cooperation Agreement entered into by and among the WFOE, the Company and other related parties on May 713, 2020 or the Proxy Agreement and Power of Attorney entered into by and among the Parties on September 8, 2020 (the “Proxy Agreement and Power of Attorney”).