Common use of Restriction on Investment in Company Competitors Clause in Contracts

Restriction on Investment in Company Competitors. If any Investor or any of its Affiliates (other than any strategic investor as reasonably determined by the Board, such strategic investor including Tencent and its Affiliates) enters into any definitive agreement in connection with any direct or indirect purchase of or investment in, participates in the management of, or enters into any partnership or cooperation with any of the Persons that engage in the business competing with the Group Companies (including their respective Affiliates) (the “Company Competitors”) as reasonably determined by the Board in accordance with Section 8.2 (provided that the list of the Company Competitors may be updated from time to time (but no more than twice a year, provided that no Person that has a bona fide valuation of less than US$500,000,000 shall be added to the list of Company Competitors) by the Board in accordance with Section 8.2), such Investor shall promptly after closing of the transaction contemplated by relevant agreement or within twenty (20) Business days upon entering into relevant agreement (whichever is earlier), deliver a written notice to the Company stating that such Investor has entered into an agreement or consummated a transaction (as the case may be) with a Company Competitor (without disclosing name of the competitor or terms of the agreement/transaction). Upon delivery of the written notice by such Investor to the Company, the Company shall have the right to amend, restrict, suspend, remove and/or terminate such Investor’s rights, preference or privileges of the Shares held by it under this Agreement and the Restated Articles (including but not limited to the Information Right and Inspection Right under Section 1.1 (if any), any directorship under Section 1.2 and Article 81 of the Restated Articles (if any), consent right under Section 8.1 and Article 59(A) of the Restated Articles, and the voting right under Article 58 of the Restated Articles), except for (a) the registration rights under Section 2 of this Agreement, (b) the pre-emptive rights under Section 3 of this Agreement, (c) the right of first refusal and co-sale right under Section 4 of this Agreement, (d) the liquidation preference under Section

Restriction on Investment in Company Competitors. If any Investor or any of its Affiliates (other than any strategic investor as reasonably determined by the Board, such strategic investor including Tencent and its Affiliates) enters into any definitive agreement in connection with any direct or indirect purchase of or investment in, participates in the management of, or enters into any partnership or cooperation with any of the Persons that engage in the business competing with the Group Companies (including their respective Affiliates) (the “Company Competitors”) as reasonably determined by the Board in accordance with Section 8.2 (provided that the list of the Company Competitors may be updated from time to time (but no more than twice a year, provided that no Person that has a bona fide valuation of less than US$500,000,000 shall be added to the list of Company Competitors) by the Board in accordance with Section 8.2), such Investor shall promptly after closing of the transaction contemplated by relevant agreement or within twenty (20) Business days upon entering into relevant agreement (whichever is earlier), deliver a written notice to the Company stating that such Investor has entered into an agreement or consummated a transaction (as the case may be) with a Company Competitor (without disclosing name of the competitor or terms of the agreement/transaction). Upon delivery of the written notice by such Investor to the Company, the Company shall have the right to amend, restrict, suspend, remove and/or terminate such Investor’s rights, preference or privileges of the Shares held by it under this Agreement and the Restated Articles (including but not limited to the Information Right and Inspection Right under Section 1.1 (if any), any directorship under Section 1.2 and Article 81 of the Restated Articles (if any), consent right under Section 8.1 and Article 59(A) of the Restated Articles, and the voting right under Article 58 of the Restated Articles), except for (a) the registration rights under Section 2 of this Agreement, (b) the pre-emptive rights under Section 3 of this Agreement, (c) the right of first refusal and co-sale right under Section 4 of this Agreement, (d) the liquidation preference under Section 5.1 of this Agreement and Articles 145A to 145E of the Restated Articles, (e) the conversion right under Articles 53 to 57 of the Restated Articles and (f) the dividend rights under Articles 120 to 129 of the Restated Articles, provided that (i) the Company shall act reasonably and discuss in good faith with such Investor when taking any measures with respect to such Investor’s rights, preference or privileges and (ii) the measures taken by the Company with respect to such Investor’s rights, preference or privileges shall commensurate with the circumstances of such Investor’s investment in, participation in the management of, or partnership or cooperation with the Company Competitor. For the avoidance of doubt, to the extent that the Company restricts, suspends, removes or terminates such Investor’s consent rights under Section 8.1, the Shares held by such Investor shall not be counted for the purpose of calculating the Preferred Majority for the purpose of this Agreement and the Restated Articles. Notwithstanding the foregoing, this Section 10.2 shall not apply to the ownership of any shares already owned by an Investor or any of its Affiliates in a Company Competitor prior to the date on which the Board determines such Person to be a Company Competitor, any follow-on investments in such Company Competitor (no matter whether the investments occur before, on or after the date on which the Board determines such Person to be a Company Competitor, and no matter the investments are made on a pro rata basis or result in a higher shareholding percentage in a Company Competitor), and any action for maintenance of the shareholding, directorship and any other preferential rights in such Company Competitor (including exercise of pre-emptive right, right of first refusal, anti-dilution or performance ratchets or other similar or customary rights according to the relevant agreements) shall not constitute a breach of this Section 10.2.