Common use of Restriction on Indirect Transfers Clause in Contracts

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B Preferred Shareholder and Series A Preferred Shareholder: (a) None of the Founders shall, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies to any Person; and (ii) the BVI Companies shall not, and each Founder shall cause the BVI Companies not to, issue to any Person any equity securities of the BVI Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companies. (b) None of the Founders and the BVI Companies shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None of the Group Companies shall, and each Founder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B Preferred Shareholder and Series A Preferred ShareholderInvestors: (a) None of the Founders ROFR Shareholders shall, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him him/her/it in the BVI Holding Companies to any Person; and (ii) none of the BVI Holding Companies shall notshall, and each Founder ROFR Shareholder shall cause the BVI Holding Companies not to, issue to any Person any equity securities of the BVI Holding Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Holding Companies. (b) None of the Founders ROFR Shareholders and the BVI Holding Companies shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him him/her/it or the BVI Holding Companies respectively in the Company to any Person. Any transfer in violation of this Section 4.8 4.9 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None of the Group Companies shall, and each Founder ROFR Shareholder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share stock option plan approved by the Board, including which shall always include the affirmative votes of each both of the Series A Director then in office, if anyDirectors and Wu Capital Director) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) None of the FoundersROFR Shareholders, the Company and Company, the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 4.9 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding The Parties agree that the transfer restrictions set forth in the Transaction Documents shall not be capable of being avoided by the holding of the Equity Securities indirectly through a Person that can itself be sold in order to dispose of an indirect interest in the Equity Securities free of such restrictions. Without limiting the generality of the foregoing, any transfer or other disposal of any shares (or other interest) in the Founder Holdcos shall be treated as being a transfer of the Equity Securities held by the Founder Holdco, and the provisions of this Agreement that apply in respect of the transfer of the Equity Securities shall thereupon apply in respect of the Equity Securities so held. Without prejudice to the generality of the foregoing and notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B Preferred Shareholder and Series A Preferred ShareholderInvestor: (ai) None Each of the ultimate natural-person shareholders of the Founder Holdcos, including, without limitation, the Founders, shall not, and the Founders shallshall cause such natural-person shareholders not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him or her in the BVI Companies Founder Holdcos to any Personperson; and (ii) the BVI Companies Founder Holdcos or Haiyan’s Holdco shall not, and each Founder the Founders shall cause the BVI Companies Founder Holdcos, respectively, not to, issue to any Person any equity securities of the BVI Companies Company or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI CompaniesCompany. (bii) None of the The Founders shall not, and the BVI Companies shall, or shall not cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively her in the Company to any Person. Any transfer in violation of this Section 4.8 7.5 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None interest without the prior written approval of the Group Companies shall, and each Founder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group CompanyInvestor. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the holders of a majority of the then outstanding Preferred Shares (including holders of at least 75% of the then outstanding Series B Preferred Shareholder and Series A Preferred Shareholder:E Shares), voting together on an as converted basis (the “Majority Preferred”): (a) None Each of the Founders shallshall not, and shall cause any other shareholder of each Founder Holdco not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him the Founders or any other shareholder in the BVI Companies each Founder Holdco to any Person; person, and each Founder Holdco hereby agrees it will not effect a transfer in violation of the foregoing sentence nor will it treat any alleged transferee as the holder of such shares. (iib) the BVI Companies Each Founder Holdco shall not, and each Founder shall cause the BVI Companies each Founder Holdco not to, issue to any Person person any equity securities of the BVI Companies any Founder Holdco or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companiesany Founder Holdco. (bc) None Each of the Founders shall not, and the BVI Companies shall, or shall cause or permit any other Person person not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the Company Domestic Companies (as defined in Schedule A) to any Personperson. Any transfer in violation of this Section 4.8 4.9(c) shall be void and the each Domestic Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (cd) None of the Group The Domestic Companies shallshall not, and each Founder of the Founders shall cause any Group Company the Domestic Companies not to, issue to any Person person any equity securities of such Group Companythe Domestic Companies, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Companythe Domestic Companies. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything Subject to the contrary contained hereinSection 4.6, without the prior written approval of a majority of the Series B Preferred Shareholder and Series A Preferred ShareholderShares then outstanding: (a) None Each of the Founders shallshall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies Founder Entity to any Personperson; and (ii) the BVI Companies Founder Entity shall not, and each Founder the Founders shall not cause the BVI Companies not Founder Entity to, issue to any Person person any equity securities of the BVI Companies Founder Entity or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI CompaniesFounder Entity. (b) None Each of the Founders shall not, and the BVI Companies shall, or shall not cause or permit any other Person person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the Company to any Personperson. Any transfer in violation of this Section 4.8 4.7 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interestinterest without the prior written approval of (i) holders of more than sixty-six and two-thirds percent (66 2/3%) of the Series A Shares and (ii) holders of a majority of the Series B Shares. (c) None of the Group Companies shallEach Subsidiary shall not, and each Founder of the Founders shall not cause any Group Company not Subsidiary to, issue to any Person person any equity securities of such Group CompanySubsidiary, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group CompanySubsidiary. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything Except for transfers by a holder of shares in the BVI Co. to the contrary contained hereinits Permitted Transferees as provided in Section 4.5 above, without the prior written approval of the Series B Preferred Shareholder and Series A Preferred ShareholderMajority Holders: (ai) None the shareholder of the Founders shallBVI Co. shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies Co. to any Personperson; and (ii) the BVI Companies Co. shall not, and each Founder the shareholder of the BVI Co. shall not cause the BVI Companies not Co. to, issue to any Person person any equity securities of the BVI Companies Co. or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companies.Co.. (b) None the shareholder of the Founders BVI Co. and the BVI Companies shallCo. shall not, or shall not cause or permit any other Person person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies Co. respectively in the Company to any Personperson. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None of the Except in compliance with this Agreement, each Group Companies shallCompany shall not, and each the Founder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if anyi) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held held, directly or controlled indirectly, by them or it and/or him in the respectively in any PRC Company Group Companies to any Person. Any transfer in violation of this Section 4.8 shall be void person; and the PRC Companies hereby agree they will not effect such a transfer nor will they treat (ii) cause any alleged transferee as the holder Group Company to, issue to any person any equity securities of such Group Company, or any options or warrants for, or any other securities exchangeable for or convertible into, such equity interestsecurities of such Group Company.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained hereinExcept as contemplated in section 4.4, without or unless with the prior written approval of the Series B Majority Preferred Shareholder Shareholders and Series A Preferred Shareholdersubject to the provisions of Section 8 under this Agreement: (a) None of the (i) The Founders shallshall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him them in the BVI Companies Founder Holdcos to any Personperson; and (ii) the BVI Companies Founder Holdcos shall not, and each Founder the Founders shall not cause the BVI Companies not Founder Holdcos to, issue to any Person person any equity securities Equity Securities (as defined in the Share Purchase Agreement) of the BVI Companies Founder Holdcos or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities Equity Securities of the BVI CompaniesFounder Holdcos. (b) None of the Founders and the BVI Companies shallFounder Holdcos shall not, or shall not cause or permit any other Person person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest Non-Investor Ordinary Shares held or controlled by him them or the BVI Companies Founder Holdcos respectively in the Company to any Personperson. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None of Each Group Company (other than the Group Companies shallCompany) shall not, and each Founder the Founders shall not cause any Group Company not (other than the Company) to, issue to any Person person any equity securities Equity Securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities Equity Securities of such Group Company. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval approvals of the Series Majority Preferred A Holders, the Majority Preferred B Holders, the Majority Preferred Shareholder C Holders, the Majority Preferred D Holders, the Majority Preferred E Holders and Series A the Majority Preferred ShareholderF Holders: (a) None Each of the Founders shallFounder, directly or indirectlythe Co-Founders, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies to any Person; Registered Co-Founder Vehicle Holder and (ii) the BVI Companies Key Persons shall not, and each Founder shall cause the BVI Companies not to, issue to any Person any equity securities of the BVI Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companies. (b) None of the Founders and the BVI Companies shall, or shall cause or permit any other Person toto Transfer, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber any Equity Securities now or otherwise dispose through one or a series of transactions any equity interest hereafter held or controlled by him or the BVI Companies respectively him/her in the any Group Company to any Person. Any transfer Transfer in violation of this Section 4.8 5 shall be void and each of the Company hereby agrees it Restricted Shareholders and the Group Companies shall not and each of the Founder and the Co-Founders shall procure that each of the Restricted Shareholders and the Group Companies shall not and will not effect such a transfer Transfer nor will it treat any alleged transferee as the holder of such equity interestEquity Securities. (b) Each of the Restricted Shareholders and the Group Companies shall not, and each of the Key Persons shall procure that each of the Group Companies shall not issue to any Person any Equity Securities of any of the Group Companies. Each of the Founder, the Co-Founders, the Registered Co-Founder Vehicle Holder and the Key Persons shall procure that each of the Restricted Shareholders shall not issue to any Person any Equity Securities of any of the Restricted Shareholders. The Registered Co-Founder Vehicle Holder shall procure that Besixdouze Limited shall not issue to any Person any Equity Securities of Besixdouze Limited. (c) None Each of the Group Companies shallFounder, and each Founder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) None of the Co-Founders, the Company Registered Co-Founder Vehicle Holder and the HK Co. shall, or Key Persons acknowledges and agrees that restrictions set forth in this Section 5 shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company apply to any Person. Any transfer in violation Transfer of this Section 4.8 shall be void and any Equity Securities of the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interestRestricted Shareholders.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B Preferred Shareholder and Series A Preferred ShareholderMajority: (a) None The transfer restrictions provided in this Section 4 shall not be capable of being avoided by any Founder holding Restricted Shares indirectly through a company or another entity whose shares or interests can themselves be sold or transferred in order to dispose of an interest in Restricted Shares free of such restrictions. Any transfer or other disposal of any shares (or other interest) in such company or entity holding Restricted Shares shall be treated as being a transfer or disposal of the Founders shall, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, Restricted Shares by him in the BVI Companies to any Person; and (ii) the BVI Companies shall notrelevant Founder, and each Founder the provisions of this Section 4 shall cause the BVI Companies not to, issue to any Person any equity securities thereupon apply in respect of the BVI Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI CompaniesRestricted Shares so held. (b) None Each of the Founders shall not, and the BVI Companies shall, or shall cause or permit any other Person person or entity not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled Controlled by it or him or the BVI Companies respectively in any PRC Company (as defined in the Company Series D-2 Purchase Agreement) to any Personperson. Any transfer in violation of this Section 4.8 4.8(b) shall be void and the each PRC Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interestinterest without the prior written approval of the Preferred Majority. (c) None of the Group PRC Companies shall, and each nor shall any Founder shall cause or permit any Group PRC Company not to, issue to any Person person any equity securities of such Group PRC Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group PRC Company. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B Preferred Shareholder H Capital Director, the Shunwei Director, the Temasek Director, the Bytedance Director and Series A Preferred Shareholderthe CPE Director: (a) None Each of the Founders shall, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies to any Person; and (ii) the BVI Companies Management shall not, and each Founder shall cause the BVI Companies not to, issue to any Person any equity securities of the BVI Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companies. (b) None of the Founders and the BVI Companies shall, or shall cause or permit any other Person person not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively her or such other persons in the any Operation Company to any Personperson. Any transfer in violation of this Section 4.8 4.9(a) shall be void and the each Operation Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (cb) None of Each Operation Company (as defined under the Group Companies shallSeries F Purchase Agreement) shall not, and each Founder of the Management shall cause any Group each Operation Company not to, issue to any Person person any equity securities of such Group Operation Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Operation Company. . Each holder of Restricted Shares agrees that the transfer restrictions in this Agreement shall not be capable of being avoided by the holding of Restricted Shares indirectly through itself or an entity that can itself be sold in order to dispose of an interest in Restricted Shares free of such restrictions. Any transfer or other disposal of any shares (dor other interest) None in itself or such an entity shall be treated as being a transfer of the FoundersRestricted Shares held by the holder of Restricted Shares, the Company respectively, and the HK Co. shallprovisions of this Agreement that apply in respect of the transfer of Restricted Shares shall thereupon apply in respect of the shares so held. Without limiting the generality of the foregoing, each holder of Restricted Shares further undertakes that it, and any of its direct and indirect holding companies, shall not issue or shall cause or permit any other Person totransfer, either directly or indirectly, sellany new share, assignoption, transferwarrant, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or convertible note and the respectively in any PRC Company like to any Person. Any transfer in violation , except with the prior approval of this Section 4.8 shall be void the H Capital Director, the Shunwei Director, the Temasek Director the Bytedance Director and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interestCPE Director.

Restriction on Indirect Transfers. Notwithstanding anything Except for transfers by the Founder of shares in the Founder Holding Company to the contrary contained hereinits Permitted Transferees as provided in Section 4.5 above, without the prior written approval of the Series B Preferred Shareholder and holders of more than two thirds (2/3) of the Series A Preferred ShareholderShares: (a) None (i) the shareholders of the Founders shallFounder Holding Company shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies Founder Holding Company to any Personperson; and (ii) the BVI Companies Founder Holding Company shall not, and each the shareholders of the Founder Holding Company shall not cause the BVI Companies not Founder Holding Company to, issue to any Person person any equity securities of the BVI Companies Founder Holding Company or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI CompaniesFounder Holding Company. (b) None the shareholders of the Founders Founder Holding Company, and the BVI Companies shallFounder Holding Company shall not, or shall not cause or permit any other Person person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies Founder Holding Company respectively in the Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interestperson. (c) None of the Except in compliance with this Agreement, each Group Companies shallCompany shall not, and each the Founder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if anyi) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held held, directly or controlled indirectly, by them or it and/or him in the respectively in any PRC Company Group Companies to any Personperson; and (ii) cause any Group Company to, issue to any person any equity securities of such Group Company, or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. Any transfer or issuance in violation of this Section 4.8 4.9 shall be void and each of the PRC Founder Holding Company and the Group Companies hereby agree they agrees it will not effect such a transfer or issuance nor will they it treat any alleged transferee or purchaser as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B holders of a majority of the then outstanding Special Preferred Shareholder and Series A Preferred ShareholderShares: (a) None of the Founders shall, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies to any Person; and (ii) none of the BVI Companies shall notshall, and each Founder shall cause the BVI Companies not to, issue to any Person any equity securities of the BVI Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companies. (b) None of the Founders and the BVI Companies shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None of the Group Companies shall, and each Founder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share stock option plan approved by the Board, including the affirmative votes of each the Series A Director, the Series B Director then in office, if anyand the Series C Director) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) None of the Founders, the Company and Company, the HK Co. and US Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest in any PRC Company held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the holders of shares carrying at least a majority of the voting power of the then outstanding Series B D Preferred Shareholder Shares, the holders of shares carrying at least a majority of the voting power of the then outstanding Series C+ Preferred Shares and Series C-4 Preferred Shares, the holders of shares carrying at least a majority of the voting power of the then outstanding Series C Preferred Shares, the holders of at least a majority of the then outstanding Series B-2 Preferred Shares and the holders of shares carrying at least a majority of the voting power of the then outstanding Series A Preferred ShareholderShares and Series B-1 Preferred Shares: (a) None of the The Founders shallshall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies to any Personperson; and (ii) the BVI Companies shall not, and each Founder the Founders shall not cause the BVI Companies not to, issue to any Person person any equity securities of the BVI Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companies. (b) None of the Founders and the BVI Companies shallshall not, or shall not cause or permit any other Person person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the Company to any Personperson. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None of the Each Group Companies shallCompany shall not, and each Founder the Founders shall not cause any Group Company not to, issue to any Person person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the holders of a majority of the then outstanding Preferred Shares (including holders of at least 75% of the then outstanding Series B Preferred Shareholder and Series A Preferred Shareholder:E Shares), voting together on an as converted basis (the “Majority Preferred”): (a) None Each of the Founders shallshall not, and shall cause any other shareholder of each Founder Holdco not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him the Founders or any other shareholder in the BVI Companies each Founder Holdco to any Person; person, and each Founder Holdco hereby agrees it will not affect a transfer in violation of the foregoing sentence nor will it treat any alleged transferee as the holder of such shares. (iib) the BVI Companies Each Founder Holdco shall not, and each Founder shall cause the BVI Companies each Founder Holdco not to, issue to any Person person any equity securities of the BVI Companies any Founder Holdco or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companiesany Founder Holdco. (bc) None Each of the Founders shall not, and the BVI Companies shall, or shall cause or permit any other Person person not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the Company Domestic Companies (as defined in Schedule A) to any Personperson. Any transfer in violation of this Section 4.8 4.9(c) shall be void and the each Domestic Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (cd) None of the Group The Domestic Companies shallshall not, and each Founder of the Founders shall cause any Group Company the Domestic Companies not to, issue to any Person person any equity securities of such Group Companythe Domestic Companies, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Companythe Domestic Companies. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything Subject to the contrary contained hereinSections 4.4 and 4.5, without the prior written approval of the Series B Preferred Shareholder and Series A Preferred ShareholderRequired Consenters: (ai) None of the Founders shallThe Founder shall not, directly or indirectly, sellTransfer and shall not permit any Transfer of, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest (or the beneficial ownership in any such equity interest) held, directly or indirectly, by him or the Founder’s Associate in the BVI Companies Xxx Smart to any Personperson; and (ii) the BVI Companies Xxx Smart shall not, and each the Founder shall cause the BVI Companies Xxx Smart not to, issue to any Person person any equity securities of the BVI Companies Xxx Xxxxx or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI CompaniesXxx Xxxxx. (b) None of the Founders The Founder shall not, and the BVI Companies shall, or Xxx Smart shall not cause or permit any other Person person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose Transfer through one or a series of transactions any equity interest (or the beneficial ownership in any such equity interest) held or controlled by him or the BVI Companies Founder’s Associate or Xxx Xxxxx respectively in the Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interestperson. (c) None The Founder shall not, directly or indirectly, Transfer through one or a series of the Group Companies shalltransactions any equity interest held, directly or indirectly, by him in Fortune Rising to any person; and Fortune Rising shall not, and each the Founder shall cause Fortune Rising not to, issue to any person any equity securities of Fortune Rising or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of Fortune Rising. (d) The Founder shall not, and the Founder shall not cause any other person to, directly or indirectly, Transfer through one or a series of transactions any equity interest (or the beneficial ownership in any such equity interest) held or controlled by him or the Founder’s Associate or Fortune Rising respectively in the Company to any person. (e) Each Group Company shall not, and the Founder shall cause each Group Company not to, issue to any Person person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (df) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer Transfer in violation of this Section 4.8 4.7 shall be void and each of the PRC Companies Company, Xxx Xxxxx and Fortune Rising (as applicable) hereby agree they agrees it will not effect such a transfer Transfer nor will they it treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B Preferred Shareholder Board of the Company and Series A Preferred Shareholderthe shareholders of the Company pursuant to this Agreement: (ai) None of the Founders shallEach Founder shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him such Founder in the BVI Companies applicable Founder HoldCo to any Personperson, and each Founder HoldCo hereby agrees it will not effect a transfer in violation of the foregoing sentence nor will it treat any alleged transferee as the holder of such shares; and (ii) none of the BVI Companies shall notFounders shall, and each Founder shall cause the BVI Companies Founder HoldCo held by such Founder not to, issue to any Person person any equity securities of the BVI Companies such Founder HoldCos or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companiessuch Founder HoldCo. (b) None of the Founders and the BVI Companies shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively Founders in the Company any Domestic Enterprise to any Personperson. Any transfer in violation of this Section 4.8 4.8(b) shall be void and the Company each Domestic Enterprise hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (c) None of the Group Companies Domestic Enterprises shall, and each Founder the Founders shall cause any Group Company each Domestic Enterprise not to, issue to any Person person any equity securities of such Group CompanyDomestic Enterprise, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group CompanyDomestic Enterprise. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Series B Preferred Shareholder and Series A Preferred ShareholderShares then outstanding: (a) None (i) Each of the Founders shallshall not, and shall use his commercially reasonable efforts to cause any shareholder of any Founder Entity whose name is set forth next to such Founder’s in Exhibit D not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him such shareholder in the BVI Companies such Founder Entity to any Personperson other than such Founder; and (ii) the BVI Companies Each Founder Entity shall not, and each of the Founders shall use his commercially reasonable efforts to cause such Founder shall cause the BVI Companies Entity whose name is set forth next to such Founder’s in Exhibit D not to, issue to any Person person other than such Founder any equity securities of the BVI Companies such Founder Entity or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companiessuch Founder Entity. (b) None Except as contemplated in the Contractual Agreements (as defined in the Purchase Agreement), each of the Founders shall not, and the BVI Companies shall, or shall cause or permit use his commercially reasonable efforts to prevent any other Person person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the any PRC Company to any Personperson. Any transfer in violation of this Section 4.8 5.8(b) shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interestvoid. (c) None Each of the Group Founders shall use his commercially reasonable efforts to cause the PRC Companies shall, and each Founder shall cause any Group Company not to, to issue to any Person person any equity securities of such Group CompanyPRC Companies, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group CompanyPRC Companies. (d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.