Common use of Restriction on Sale of Securities by the Company Clause in Contracts

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (i) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the Pricing Disclosure Package and the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative consents to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will cause each of the Subsidiaries not to, directly or indirectly, take any of the following actions with respect to its Common Stock any ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares or any securities convertible into or exchangeable or exercisable for any of its Common Stock the ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package)Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package)Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, whether any of these transactions are to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act Act, or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative. The foregoing shall not apply to (A) the Offered Securities and (B) the issuance of Class B ordinary shares, except par value US$0.0001 per share, of the Company (ithe “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”) issuances upon the exercise of Lock-Up Securities options granted pursuant to the conversion or exchange existing 2008 share incentive plan of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan Company described in the Pricing Disclosure Package and the ProspectusRegistration Statement. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or it becomes aware that material news about the Company will be announced or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, announcement of material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Common Stock Securities or any securities convertible into or exchangeable or exercisable for any of its Common Stock Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant for the sale of, or otherwise dispose of or transfer, whether now owned or hereafter acquired or with respect to purchase Lock-Up Securities (other than which such person has or hereafter acquires the grant power of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package)disposition, (iiiii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up the Securities, whether any such swap, hedge or transaction is to be settled by delivery of Securities or other securities, in cash or otherwise, (iviii) establish or increase a put put-equivalent position or liquidate or decrease a call call-equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act Act, or (viv) file with the Commission a any registration statement under the Act relating (except for a registration statement on Form S-8 to Lock-Up Securitiesregister shares granted pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus) with respect to any of the foregoing under (i) through (iii), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except except, in each case, (iA) issuances the Offered Securities to be sold hereunder and the Formation Securities to be issued in connection with the Formation Transactions; (B) grants of employee stock options, restricted stock or other equity awards pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, provided that such options or restricted stock do not vest during the Lock-up Period; or (C) the issuance of Lock-Up Securities in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the conversion or exchange Company in connection with any such acquisition, provided that (i) no Lock-Up Securities may be issued under this clause (C) within 60 days of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, hereof and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of any Lock-Up Securities pursuant toissued or issuable in all instances under this clause (C) may not exceed, in aggregate amount, 10% of the terms shares of a plan described the Company’s common stock outstanding immediately following this offering and any recipient of any such Lock-Up Securities agrees in writing to be subject to the restrictions set forth in the Pricing Disclosure Package and the Prospectusletter included as Schedule F hereto. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (i) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the Pricing Disclosure Package and the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing General Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (i) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the Pricing General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing.. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 5(k) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Common Stock Securities or any securities convertible into or exchangeable or exercisable for any of its Common Stock Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing General Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (ix) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, and (iiy) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the Pricing General Disclosure Package and the Final Prospectus, and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing.