Common use of Sale and Issuance of the Shares Clause in Contracts

Sale and Issuance of the Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Investor agrees to, severally and not jointly, subscribe for and purchase, and the Company agrees to issue and sell to such Investor, that number of Subscribed Shares set forth opposite such Investor’s name on Table A of Schedule I attached hereto at the purchase price set forth opposite such Investor’s name on Table A of Schedule I attached hereto. For the avoidance of doubt, each Investor shall be entitled to proceed to the Closing and subscribe its portion of the Series E Preferred Shares hereto pursuant to this Section 2 as long as all closing conditions specified in Section 6 applicable to such Investor have been satisfied or waived by the relevant Party. Closing of the investment by an Investor shall not be conditional upon completion of the subscription of the relevant portion of the Series E Preferred Shares by any other Investors. Capitalization of the Company immediately after the Closing is set forth in Table B of Schedule I. The Parties hereto agree that after the Closing, the Company is authorized and entitled to issue and sell certain number of additional Series E Preferred Shares (the “Additional Purchased Shares”) with an aggregate subscription price up to US$70,000,000 to certain investors (the “Additional Investors”) before the Long Stop Date at the same price and conditions provided herein, provided that, the Company agrees not to issue and sell any Additional Purchased Shares after the Long Stop Date without the prior consent of the Majority Investors, provided further that, the Company agrees not to issue and sell any Additional Purchased Shares to any existing holder of Preferred Shares before the Closing. In consideration of the purchase of Additional Purchased Shares, each Additional Investor shall, and the Company shall cause such Additional Investor to execute a deed of adherence in a form acceptable to the Board becoming a party hereto as an “Investor” hereunder, to assume, enjoy, perform and comply with each of the rights and obligations of an Investor, as if it had been a party to this Agreement at the date of execution thereof, and the Company and the other Parties agree that where there is a reference to an “Investor” it shall be deemed to include a reference to the Additional Investor and with effect from the date of such deed of adherence.

Sale and Issuance of the Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Investor the Purchaser agrees to, severally and not jointly, to subscribe for and purchase, and the Company agrees to issue and sell to such InvestorPurchaser, that number of Subscribed Series C2 Preferred Shares set forth opposite such InvestorPurchaser’s name on Table A in the second column of the table of Schedule I II attached hereto (the “Subscription Shares”), at the purchase price set forth opposite such InvestorPurchaser’s name on Table A in the third column of the table of Schedule I attached heretoII (the “Subscription Price”). For 13 Share Purchase Agreement Notwithstanding anything to the avoidance contrary in the Transaction Documents, if the Closing (as defined below) takes place after the Company’s IPO, the Subscription Shares shall be, in lieu of doubtSeries C2 Preferred Shares, each Investor the same number (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events) of the Ordinary Shares. The number of Ordinary Shares to which a holder shall be entitled to proceed to upon conversion of each Series C2 Preferred Share shall be the Closing and subscribe its portion quotient of the applicable Series E Preferred Shares hereto pursuant to this Section 2 as long as all closing conditions specified in Section 6 applicable to such Investor have been satisfied or waived C2 Issue Price divided by the relevant Party. Closing of the investment by an Investor shall not be conditional upon completion of the subscription of the relevant portion of the then effective Series E Preferred Shares by any other Investors. Capitalization of the Company immediately after the Closing is set forth in Table B of Schedule I. The Parties hereto agree that after the Closing, the Company is authorized and entitled to issue and sell certain number of additional Series E Preferred Shares C2 Conversion Price (the “Additional Purchased SharesSeries C2 Conversion Price”) with ), which shall initially be the applicable Series C2 Issue Price, resulting in an aggregate subscription price up to US$70,000,000 to certain investors (the “Additional Investors”) before the Long Stop Date initial conversion ratio for Series C2 Preferred Shares of 1:1. Such Ordinary Shares shall be deposited, at the same price and conditions provided hereintime of Closing, provided thatfor issuance of certain America depositary shares, or ADS, to be listed for trading after the Company’s IPO. The Company agrees not to issue and sell any Additional Purchased Shares after the Long Stop Date without the prior consent of the Majority Investors, provided further that, the Company agrees not take all reasonable steps to issue and sell any Additional Purchased Shares to any existing holder of Preferred Shares before the Closing. In consideration of the purchase of Additional Purchased Shares, each Additional Investor shall, and the Company shall cause facilitate such Additional Investor to execute a deed of adherence in a form acceptable to the Board becoming a party hereto as an “Investor” hereunder, to assume, enjoy, perform and comply with each of the rights and obligations of an Investor, as if it had been a party to this Agreement at the date of execution thereof, and the Company and the other Parties agree that where there is a reference to an “Investor” it shall be deemed to include a reference to the Additional Investor and with effect from the date of such deed of adherenceactions.