Common use of Regulation S Compliance Clause in Contracts

Regulation S Compliance. All foreign Subscribers further represent and warrant to the Company that: (i) it is acquiring the Units in an offshore transaction pursuant to Regulation S the Subscriber was outside the United States when receiving and executing this Agreement; (ii) Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Subscribed for Units; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration of the Securities under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (iii) during the six month distribution compliance period set forth in Regulation S (the “Distribution Compliance Period”), the Subscriber understands and agrees that offers and sales of any of the Securities shall only be made pursuant to an effective registration statement as to such Securities or in compliance with the safe harbor provisions set forth in Regulation S (which the purchaser of the Securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the 1933Act); following the Distribution Compliance Period offers and sales of the Securities may be effected by the Subscriber solely pursuant to an effective registration statement as to such Securities or an exemption from the registration requirements of the 1933 Act, and in each case only in accordance with all other applicable securities laws; (iv) Subscriber understands and agrees not to engage in any hedging transactions involving the Securities; and (v) Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Subscriber’s subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction of residency as set forth on the signature page hereto.

Regulation S Compliance. All foreign Subscribers further represent Each of the Investors hereby separately agrees, declares and warrant undertakes that as to the Company thatitself only: (ia) It is not a U.S. Person within the meaning of Regulation S. (b) At no time was it is acquiring presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general advertising or solicitation in connection and concurrently with this transaction and no offer of the Units Sapiens Common Shares, the Warrants or the Warrant Shares (the “offered securities”) was made to the Investor in an offshore transaction pursuant to Regulation S the Subscriber was outside United States. (c) It understands and agrees that the offered securities have not been and will not be registered under the Securities Act and that they may not be offered or sold within the United States when receiving and executing this Agreement;or to, or for the account or benefit of, “U.S. persons” unless registered under the Securities Act or an exemption from registration under the Securities Act is available. (iid) Subscriber has not acquired the Units as a result of, and It will not itself engage inoffer or sell the offered securities to a US Person or for the account or benefit of a US Person until the end of the 40-day “distribution compliance period,” as defined in Regulation S. (e) If it sells the offered securities to a distributor, a dealer, as defined in Section 2(a)(12) of the Exchange Act of 1934, as amended, or a person receiving a selling concession, fee or other remuneration in respect of the offered securities sold, prior to the expiration of the 40-day “distribution compliance period,” it will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to the Investor and setting forth the restrictions on offers and sales of the offered securities within the United States, or to, or for the account or benefit of US persons as set forth in Rule 903 under the Securities Act. (f) Neither it nor any of its respective affiliates nor any person acting on their behalf has offered or sold or will offer to sell the offered securities by means of any “directed selling efforts” within the meaning of Rule 902 under the Securities Act. (as g) It will comply with the “offering restrictions” requirement of Regulation S. Terms used in paragraphs (a) through (g) above, including without limitation “United States,” and not otherwise defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Subscribed for Units; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant meanings given to registration of the Securities under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (iii) during the six month distribution compliance period set forth in them by Regulation S (the “Distribution Compliance Period”), the Subscriber understands and agrees that offers and sales of any of the Securities shall only be made pursuant to an effective registration statement as to such Securities or in compliance with the safe harbor provisions set forth in Regulation S (which the purchaser of the Securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the 1933Act); following the Distribution Compliance Period offers and sales of the Securities may be effected by the Subscriber solely pursuant to an effective registration statement as to such Securities or an exemption from the registration requirements of the 1933 Act, and in each case only in accordance with all other applicable securities laws; (iv) Subscriber understands and agrees not to engage in any hedging transactions involving the Securities; and (v) Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Subscriber’s subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction of residency as set forth on the signature page hereto.S.

Regulation S Compliance. All foreign Subscribers Subscriber further represent represents and warrant warrants to the Company that: (i) it is acquiring the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; (ii) Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Subscribed for Units; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration of the Securities under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (iii) during the six month distribution compliance period set forth in Regulation S (the “Distribution Compliance Period”), the Subscriber understands and agrees that offers and sales of any of the Securities shall only be made pursuant to an effective registration statement as to such Securities or in compliance with the safe harbor provisions set forth in Regulation S (which the purchaser of the Securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the 1933Act); following the Distribution Compliance Period offers and sales of the Securities may be effected by the Subscriber solely pursuant to an effective registration statement as to such Securities or an exemption from the registration requirements of the 1933 Act, and in each case only in accordance with all other applicable securities laws; (iv) Subscriber understands and agrees not to engage in any hedging transactions involving the Securities; and (v) Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Subscriber’s subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction of residency as set forth on the signature page hereto.

Regulation S Compliance. All foreign Subscribers further represent Each of Morningside China TMT Fund IV, L.P. and warrant Morningside China TMT Fund IV Co-Investment, L.P. hereby represents and warrants with respect to itself to the Company Warrantors that: (i) it is acquiring purchasing the Units in an offshore transaction pursuant to Regulation S the Subscriber was Subscribed Shares outside the United States when receiving not in violation of Regulation S under the Securities Act of 1933, as amended and executing this Agreement;in accordance with any applicable securities Laws of any state of the United States or any other jurisdiction or (ii) Subscriber has is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act. 35 Series A Preferred Share Subscription Agreement (i) The Investor is not acquired a U.S. Person as such term is defined under Rule 902 of Regulation S (“U.S. Person”). The Investor is at the Units as a result oftime of the offer and execution of this Agreement, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in domiciled outside the United States in respect of the Units which would include any activities undertaken for the purpose of, or States. (ii) The Investor agrees that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale all offers and sales of the Subscribed Shares from the date hereof and through the expiration of any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for Units; provided, however, that the Subscriber may sell account or benefit of U.S. Persons and shall otherwise dispose be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities pursuant to registration of the Securities under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;Act. (iii) during The Investor shall not engage in hedging transactions with regard to the six month distribution Subscribed Shares unless in compliance period set forth in Regulation S with the Securities Act. This Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the Subscribed Shares are being acquired for investment purposes by such Investor. (iv) The Investor acknowledges that the “Distribution Compliance Period”), the Subscriber understands and agrees that offers and sales Company will refuse to register any transfer of any of the Securities shall only be Subscribed Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement as to such Securities or in compliance with the safe harbor provisions set forth in Regulation S (which the purchaser of under the Securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account Act or benefit of any U.S. person pursuant to an available exemption from, or is a U.S. person who purchased securities in a transaction that did not require registration under the 1933Act); following the Distribution Compliance Period offers and sales of the Securities may be effected by the Subscriber solely pursuant to an effective registration statement as to such Securities or an exemption from subject to, the registration requirements of the 1933 Securities Act, and in each case only in accordance with all other applicable securities laws; (iv) Subscriber understands and agrees not to engage in any hedging transactions involving the Securities; and. (v) Subscriber hereby represents The Investor acknowledges and agrees that it has satisfied itself the certificate(s) representing the Subscribed Shares will bear a legend substantially as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreementfollows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including: AS AMENDED (iTHE “SECURITIES ACT”), AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. THE SHARES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION BY HUYA INC., IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED IN REGULATION S) the legal requirements within its jurisdiction for the purchase of the Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequencesOR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH REGULATION S, if anyPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, that may be relevant to the purchase, holding, redemption, sale or transfer of the SecuritiesTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF HUYA INC. The Subscriber’s subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction of residency as set forth on the signature page heretoHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Regulation S Compliance. All foreign Subscribers further represent Each of Morningside China TMT Fund IV, L.P. and warrant Morningside China TMT Fund IV Co-Investment, L.P. hereby represents and warrants with respect to itself to the Company Warrantors that:: To the best Knowledge of each Investor, each Investor (i) it is acquiring purchasing the Units in an offshore transaction pursuant to Regulation S the Subscriber was Subscribed Shares outside the United States when receiving not in violation of Regulation S under the Securities Act of 1933, as amended and executing in accordance with any applicable securities Laws of any state of the United States or any other jurisdiction or (ii) is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act. (i) The Investor is not a U.S. Person as such term is defined under Rule 902 of Regulation S (“U.S. Person”). The Investor is at the time of the offer and execution of this Agreement;, domiciled outside the United States. (ii) Subscriber has not acquired the Units as a result of, The Investor agrees that all offers and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale sales of the Subscribed Shares from the date hereof and through the expiration of any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for Units; provided, however, that the Subscriber may sell account or benefit of U.S. Persons and shall otherwise dispose be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities pursuant to registration of the Securities under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;Act. (iii) during The Investor shall not engage in hedging transactions with regard to the six month distribution Subscribed Shares unless in compliance period set forth in Regulation S with the Securities Act. This Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the Subscribed Shares are being acquired for investment purposes by such Investor. (iv) The Investor acknowledges that the “Distribution Compliance Period”), the Subscriber understands and agrees that offers and sales Company will refuse to register any transfer of any of the Securities shall only be Subscribed Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement as to such Securities or in compliance with the safe harbor provisions set forth in Regulation S (which the purchaser of under the Securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account Act or benefit of any U.S. person pursuant to an available exemption from, or is a U.S. person who purchased securities in a transaction that did not require registration under the 1933Act); following the Distribution Compliance Period offers and sales of the Securities may be effected by the Subscriber solely pursuant to an effective registration statement as to such Securities or an exemption from subject to, the registration requirements of the 1933 Securities Act, and in each case only in accordance with all other applicable securities laws; (iv) Subscriber understands and agrees not to engage in any hedging transactions involving the Securities; and. (v) Subscriber hereby represents The Investor acknowledges and agrees that it has satisfied itself the certificate(s) representing the Subscribed Shares will bear a legend substantially as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreementfollows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including: AS AMENDED (iTHE “SECURITIES ACT”), AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. THE SHARES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION BY HUYA INC., IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED IN REGULATION S) the legal requirements within its jurisdiction for the purchase of the Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequencesOR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH REGULATION S, if anyPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, that may be relevant to the purchase, holding, redemption, sale or transfer of the SecuritiesTHE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF HUYA INC. The Subscriber’s subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction of residency as set forth on the signature page heretoHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.