Common use of Registration on Form F-3 Clause in Contracts

Registration on Form F-3. Subject to the terms of this Agreement, the Holders holding at least twenty percent (20%) of Registrable Securities then outstanding may request in writing the Company to file a Registration Statement on Form F-3 (or any successor form to Form F-3 or any comparable form for Registration) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$2,000,000 (based on the public market closing price on the date of such request), provided that the Company is entitled to use Form F-3 or a comparable form to Register the requested Registrable Securities. The Company shall, subject to Sections 2.3, 2.4 and 2.5 hereof, (a) promptly give written notice of the proposed Registration to all other Holders within ten (10) days after such request is given by the Initiating Holders and (b) as soon as practicable but in any event within forty-five (45) days, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may reasonably request. The Company shall not be obligated to effect, or to take any action to effect, any Registration pursuant to this Section 2.2 if the Company has, within the twelve (12)-month period immediately preceding the date of the written request of the Initiating Holders, already effected two (2) Registrations on Form F-3 for the Holders pursuant to this Section 2.2. A Registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such Registration other than as a result of information concerning the business or condition of the Company which is made known to the Initiating Holders after the date on which such Registration was requested, elect not to pay the registration expenses therefor, in which case such withdrawn Registration Statement shall be counted as “effected” for purposes of this Section 2.2.

Registration on Form F-3. Subject to the terms of this Agreement, the Holders holding If at least twenty percent any time (20%a) any Holder of Registrable Securities then outstanding may request requests in writing that the Company to file a Registration Statement registration statement on Form F-3 (or any successor form to Form F-3 or any comparable form for Registration) successor thereto for a public offering (including a public offering pursuant to Rule 415 of the Securities Act) of all or any portion of the shares of Registrable Securities for which held by such requesting Holder, the reasonably anticipated aggregate price to the public would exceed US$2,000,000 of which (based on the public market basis of (x) the average of the closing price sale prices for a Class A Share on the New York Stock Exchange for the ten consecutive trading days ending on the trading day prior to the date of such request)request times (y) the number of Class A Shares to be offered by such Holder of Registrable Securities) would exceed two (2) million, provided that and (b) the Company is a registrant entitled to use Form F-3, or any successor thereto to register such shares, then the Company shall use its reasonable efforts to register under the Securities Act on Form F-3 or a comparable form to Register any successor thereto, for public sale in accordance with the requested Registrable Securities. The Company shallmethod of disposition specified in such request, subject to Sections 2.3, 2.4 and 2.5 hereof, (a) promptly give written notice the number of the proposed Registration to all other Holders within ten (10) days after such request is given by the Initiating Holders and (b) as soon as practicable but in any event within forty-five (45) days, cause the shares of Registrable Securities specified in such request; provided, however, that (i) if the requestCompany shall reasonably determine, together after consultation with any Registrable Securities an independent investment banking firm, that such method of any Holder who requests in writing to join such Registration within fifteen (15) days after distribution would adversely affect the Company’s delivery of written noticepublic market for the Class A Shares, to be Registered and/or qualified for sale and distribution in such jurisdiction as then the Initiating Holders may reasonably request. The Company shall not be obligated to effect, or to take any action to effect, any Registration effect the registration pursuant to such method of distribution, and (ii) during the term of any registration pursuant to Rule 415 of the Securities Act, the Company may require from time to time that the Holders refrain from selling pursuant to such registration statement under the circumstances, in the manner and for the time period described in Section 4(c)(ii). Whenever the Company is required by this Section 2.2 if 6 to use its reasonable efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 4(b) and (c) (including but not limited to (i) the requirement that the Company has, within notify all Holders of Registrable Securities from whom a request has not been received and provide them with the twelve opportunity to participate in the offering and (12)-month period immediately preceding ii) the date limitation on the total number of registrations that the written request of the Initiating Holders, already effected two (2) Registrations on Form F-3 for the Holders Company is obligated to effect pursuant to this Section 2.2. A Registration 4 and Section 6) shall not be counted as “effected” for purposes of this Section 2.2 until apply to such time as the applicable Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such Registration other than as a result of information concerning the business or condition of the Company which is made known to the Initiating Holders after the date on which such Registration was requested, elect not to pay the registration expenses therefor, in which case such withdrawn Registration Statement shall be counted as “effected” for purposes of this Section 2.2registration.

Registration on Form F-3. Subject to To the terms of this Agreement, the Holders holding at least twenty percent (20%) of Registrable Securities then outstanding may request in writing extent the Company is able to file with the Commission a Registration Statement on Form F-3 (or any successor S-3, if applicable) and which form to Form F-3 or any comparable form shall be available for Registration) for a public offering the resale by the Holders of all of their Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$2,000,000 (based on the public market closing price on the date of such request)Securities, provided that and the Company is entitled shall (i) use its commercially reasonable efforts to use Form F-3 or a comparable form to Register make the requested Registrable Securities. The Company shall, subject to Sections 2.3, 2.4 and 2.5 hereofinitial filing of the Registration Statement no later than the Registration Filing Date, (aii) promptly give written notice of the proposed use its commercially reasonable efforts to cause such Registration Statement to all other Holders within ten (10) days after such request is given by the Initiating Holders and (b) be declared effective as soon as practicable but in any event within forty-five after it is filed and (45iii) days, cause use its commercially reasonable efforts to keep such Registration Statement effective until the earlier of: (i) for a period of 2 years commencing on the SEC Effective Date or (ii) the date on which the Holders shall have sold all of the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join covered by such Registration within fifteen Statement (15) days after the Company’s delivery of written notice“Effectiveness Period”); provided, to be Registered and/or qualified for sale and distribution in such jurisdiction as however, that the Initiating Holders may reasonably request. The Company shall not be obligated to effecteffect any such registration, qualification or to take any action to effect, any Registration compliance pursuant to this Section 2.2 if Section, or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company haswould be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, within qualification or compliance, in each case where it has not already done so. Notwithstanding the twelve (12)-month period immediately preceding foregoing, in the date event that the staff of the written request Commission (the “Staff”) should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Staff on behalf of all of the Initiating Holders, already effected two (2) Registrations first on Form F-3 for a pro rata basis among Holders of Non- Subscribers Securities, based on the Holders pursuant to this Section 2.2. A Registration shall not be counted as “effected” for purposes number of this Section 2.2 until Non-Subscribers Securities held by each Holder of such Non-Subscribes Securities at the time as the applicable Registration Statement has been covering such initial number of Non-Subscribers Securities or increase thereof is declared effective by the CommissionSEC. In such event, unless the Initiating Company shall give such applicable Holders, a notice of the number of Registrable Securities excluded therefrom. Without limiting Section 3(b), no liquidated damages shall accrue or be payable to any Holder pursuant to Section 3(b) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; second on a pro rata basis among Holders withdraw their request for of the Registrable Securities issued or issuable upon exercise of the Placement Agent Warrants, based on the number of such Registrable Securities held by each Holder at the time the Registration Statement covering such initial number of Securities issued or issuable upon exercise of the Placement Agent Warrants or increase thereof is declared effective by the SEC; and third on a pro rata basis among Holders of the Participating Subscribers Registrable Securities (excluding any Ordinary Shares held by such Holders underlying the Placement Agent Warrants) based on the number of Participating Subscribers Registrable Securities (excluding any Ordinary Shares held by such Holders underlying the Placement Agent Warrants) held by each Holder, as applicable, at the time the Registration Statement covering such initial number of Participating Subscribers Registrable Securities (excluding any Ordinary Shares held by such Holders underlying the Placement Agent Warrants) or increase thereof is declared effective by the SEC. No Ordinary Shares or other than as a result of information concerning the business or condition securities of the Company which is made known to other than Registrable Securities will be included in the Initiating Holders after the date on which such Registration was requested, elect not to pay the registration expenses therefor, in which case such withdrawn Registration Statement shall be counted as “effected” for purposes of this Section 2.2Statement.

Registration on Form F-3. The Company shall use its best efforts to qualify for registration on Form F-3. Subject to the terms of this Agreement, if the Holders holding at least twenty percent (20%) of Registrable Securities then outstanding Company qualifies for registration on Form F-3, JOYY may request in writing the Company to file a Registration Statement on Form F-3 (F-3, including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or any successor form to Form F-3 or any comparable form for Registration) for a public offering delayed basis by JOYY of, all of the Registrable Securities for which pursuant to Rule 415 under the reasonably anticipated aggregate price to Securities Act and/or any similar rule that may be adopted by the public would exceed US$2,000,000 (based on the public market closing price on the date Commission. Upon receipt of such a request), provided that the Company is entitled to use Form F-3 or a comparable form to Register the requested Registrable Securities. The Company shall, subject to Sections 2.3, 2.4 and 2.5 hereof, shall (ai) promptly give written notice of the proposed Registration to all other Holders within ten (10) days after such request is given by shareholders of the Initiating Holders Company having registration rights and (bii) as soon as practicable but in any event within forty-five (45) dayspracticable, use its best efforts to cause the Registrable Securities specified in the request, together with any Registrable Equity Securities of any Holder holder of registration rights who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or and qualified for sale and distribution in such jurisdiction as the Initiating Holders may reasonably requestdistribution. The Company shall not be obligated to effectconsummate (i) no more than six (6) Registrations initiated by JOYY, or that have been declared and ordered effective pursuant to take any action this Clause 2.1(b); provided that if the Registrable Securities sought to effect, any be included in the Registration pursuant to this Section 2.2 if Clause 2.1(b) are not fully included in such Registration for any reason other than solely due to the Company hasaction or inaction of JOYY, within the twelve (12)-month period immediately preceding the date of the written request of the Initiating Holders, already effected two (2) Registrations on Form F-3 for the Holders pursuant to this Section 2.2. A such Registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such Registration other than as a result of information concerning the business or condition deemed to constitute one of the Company which is made known Registration rights granted pursuant to the Initiating Holders after the date on which such Registration was requested, elect not to pay the registration expenses therefor, in which case such withdrawn Registration Statement shall be counted as “effected” for purposes of this Section 2.2Clause 2.1(b).

Registration on Form F-3. Subject (a) In addition to the terms of this Agreementrights provided in Section 3.4, the Holders holding provided that at least twenty percent nine (20%9) months have elapsed since the most recent registration in which the shareholder seeking to make a request under this Section 3.6 was entitled to request that any of its Registrable Securities then outstanding may be included therein, if at any time (i) any holder or holders of the Registrable Securities request in writing that the Company to file a Registration Statement registration statement on Form F-3 (or any successor form to Form F-3 or any comparable or successor form for Registration) thereto for a public offering of all or any portion of the shares of Registrable Securities for which held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed US$2,000,000 15,000,000 (based on in case of an underwritten offering) or $5,000,000 (in case of a non-underwritten offering) (except if the public market closing price on request is being made pursuant to any exercise of a Lending Institution’s rights or remedies, including, without limitation, a foreclosure proceeding, in which event the date of such requestthresholds set forth in this Section shall be $3,000,000 and $1,000,000, respectively), provided that and (ii) the Company is a registrant entitled to use Form F-3 or a any comparable or successor form thereto to Register register such shares, then the requested Registrable Securities. The Company shallshall use its commercially reasonable efforts to register under the Securities Act on Form F-3 or any comparable or successor form thereto, subject to Sections 2.3for public sale in accordance with the method of disposition specified in such notice, 2.4 and 2.5 hereof, (a) promptly give written notice the number of the proposed Registration to all other Holders within ten (10) days after such request is given by the Initiating Holders and (b) as soon as practicable but in any event within forty-five (45) days, cause the Registrable Securities specified in such notice. At the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may reasonably request. The Company shall not be obligated to effect, or to take any action to effect, any Registration pursuant to this Section 2.2 if the Company has, within the twelve (12)-month period immediately preceding the date of the written request of the Initiating Holders, already effected two (2) Registrations holder or holders requesting such registration on Form F-3 (or comparable or successor form), such registration statement shall be a “shelf” registration statement for the Holders an offering to be made on a delayed or continuous basis pursuant to this Section 2.2. A Rule 415 or any successor rule under the Securities Act (the “Shelf Registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such Registration other than as a result of information concerning the business or condition of the Company which is made known to the Initiating Holders after the date on which such Registration was requested, elect not to pay the registration expenses therefor, in which case such withdrawn Registration Statement shall be counted as “effected” for purposes of this Section 2.2Statement").

Registration on Form F-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3, Holders holding at least twenty percent (20%) a majority of the then outstanding Registrable Securities then outstanding may request in writing the Company to file a Registration Statement on Form F-3 (or any successor form to Form F-3 or any comparable form for Registration) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public public, net of Selling Expenses, would exceed US$2,000,000 (based on the public market closing price on the date 10,000,000. Upon receipt of such a request), provided that the Company is entitled to use Form F-3 or a comparable form to Register the requested Registrable Securities. The Company shall, subject to Sections 2.3, 2.4 and 2.5 hereof, shall (ai) promptly give written notice of the proposed Registration to all other Holders within ten (10) days after such request is given by the Initiating Holders and (bii) as soon as practicable but in any event within forty-five (45) dayspracticable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or and qualified for sale and distribution distribution. If the Company is not entitled to use Form F-3, Holders holding a majority of the then outstanding Registrable Securities may request the Company file a Registration Statement on a form other than Form F-3 under the Securities Act providing for the Registration of such Registrable Securities. A written request under this Section 2.1 shall be delivered to the Company in such jurisdiction as accordance with the Initiating notice provisions set forth below, and shall specify the number of Registrable Securities for which registration is requested. Subject to the provisions of this Agreement, the Holders may reasonably requestat any time, and from time to time, require the Company to effect the Registration of Registrable Securities under this Section 2.1. The However, the Company shall not be obligated required to effect, or to take any action to effect, any Registration effect more than five (5) Registrations pursuant to this Section 2.2 if the Company has, within the twelve (12)-month period immediately preceding the date of the written request of the Initiating Holders, already effected two (2) Registrations on Form F-3 for the Holders pursuant to this Section 2.2. A Registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such Registration other than as a result of information concerning the business or condition of the Company which is made known to the Initiating Holders after the date on which such Registration was requested, elect not to pay the registration expenses therefor, in which case such withdrawn Registration Statement shall be counted as “effected” for purposes of this Section 2.22.1.

Registration on Form F-3. Subject to If at any time after the terms 90th day following the closing of this Agreement, the Note Purchase Agreement (i) the Initiating Holders holding at least twenty percent (20%) of Registrable Securities then outstanding may request in writing that the Company to file a Registration Statement registration statement on Form F-3 (or any successor form to Form F-3 or any comparable form for Registration) successor thereto for a public offering of all or any portion of the shares of Registrable Shares held by such Initiating Holders, and (ii) the Company is a registrant entitled to use Form F-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form F-3 or any successor thereto, for which public sale in accordance with the reasonably anticipated aggregate price method of disposition specified in such notice, the number of Registrable Shares specified in such notice. Whenever the Company is required by this Section 4 to use its reasonable best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 2 (including but not limited to the public would exceed US$2,000,000 requirement that the Company notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. The number of registrations on Form F-3 which may be requested by the Initiating Holders and obtained under this Section 4 shall be unlimited, provided, however, that the Company shall not be obligated to effect a registration pursuant to this Section 4 (based a) more than once every 4 (four) months commencing on the public market closing price on the such date of such request), provided that as the Company is entitled to use Form F-3 or any successor thereto to register such shares; (b) if the holders of Registrable Shares propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,500,000; or (c) if the Company shall furnish to the Initiating Holders a comparable form to Register certificate signed by the requested Registrable Securities. The Company shall, subject to Sections 2.3, 2.4 and 2.5 hereof, (a) promptly give written notice President of the proposed Registration Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be seriously detrimental to all other Holders within ten the Company and its shareholders for such Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than sixty (1060) days after such receipt of the request is given by of the Initiating Holders and (b) as soon as practicable but in any event within forty-five (45) daysunder this Section 4; provided, cause however, that the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may reasonably request. The Company shall not be obligated to effect, or to take utilize this right more than once in any action to effect, twelve-month period. In the event that any Registration registration pursuant to this Section 2.2 4 is, in whole or in part, an underwritten public offering of Ordinary Shares, the number of shares to be included in such an underwriting will be allocated, first, to the holders of Registrable Shares (pro rata based on the number of Registrable Shares), second, to the Company, and third, to other shareholders, but such allocation shall only be made if and to the Company has, within extent that the twelve (12)-month period immediately preceding the date managing underwriter shall be of the written request opinion that the inclusion of such shares in the underwriting would not adversely affect the marketing of the Initiating Holders, already effected two (2) Registrations on Form F-3 for the Holders pursuant securities to this Section 2.2. A Registration shall not be counted as “effected” for purposes of this Section 2.2 until such time as the applicable Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such Registration other than as a result of information concerning the business or condition of the Company which is made known to the Initiating Holders after the date on which such Registration was requested, elect not to pay the registration expenses therefor, in which case such withdrawn Registration Statement shall be counted as “effected” for purposes of this Section 2.2sold therein.