Common use of Special Right of First Refusal Clause in Contracts

Special Right of First Refusal. Subject to Section 4.1, as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s outstanding Shares (on an as-converted basis), in the event that any Preferred Shareholder (the “Restricted Person Prospective Transferor”) proposes to Transfer any of its Equity Securities in the Company (the “Restricted Person Target Securities”) to one or more Restricted Persons, the Restricted Person Prospective Transferor shall promptly deliver to Tencent, copying the Company, a written notice (the “Restricted Person Disposition Notice”) describing the terms and conditions of the Transfer, including the amount and type of Restricted Person Target Securities, the purchase price and the identities of the Restricted Person Prospective Transferors and of the prospective transferees that are Restricted Persons. Tencent or any of its Affiliates (the “Special ROFR Holder”) has the right (the “Special Right of First Refusal”), after the Company Option Period and to the extent the Company has not elected to purchase all of the Offered Shares proposed to be Transferred to a Restricted Person, to purchase all or any portion of the Restricted Person Target Securities at the same price and subject to the same terms and conditions, or terms as similar as reasonably possible, as described in the Restricted Person Disposition Notice, by notifying the Restricted Person Prospective Transferor in writing within thirty (30) days after the expiration of the Company Option Period as to the number of such Restricted Person Target Securities that it wishes to purchase. If any such Restricted Person has offered to pay for any Restricted Person Target Securities with property, services or any other non-cash consideration, the Special ROFR Holder shall nevertheless have the right to pay for such Restricted Person Target Securities with cash in an amount equal to the fair market value of the non-cash consideration offered by the Restricted Person in question, where the fair market value of

Special Right of First Refusal. Subject to Section 4.1, as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s outstanding Shares (on an as-converted basis), in the event that any Preferred Shareholder (the “Restricted Person Prospective Transferor”) proposes to Transfer any of its Equity Securities in the Company (the “Restricted Person Target Securities”) to one or more Restricted Persons, the Restricted Person Prospective Transferor shall promptly deliver to Tencent, copying the Company, a written notice (the “Restricted Person Disposition Notice”) describing the terms and conditions of the Transfer, including the amount and type of Restricted Person Target Securities, the purchase price and the identities of the Restricted Person Prospective Transferors and of the prospective transferees that are Restricted Persons. Tencent or any of its Affiliates (the “Special ROFR Holder”) has the right (the “Special Right of First Refusal”), after the Company Option Period and to the extent the Company has not elected to purchase all of the Offered Shares proposed to be Transferred to a Restricted Person, to purchase all or any portion of the Restricted Person Target Securities at the same price and subject to the same terms and conditions, or terms as similar as reasonably possible, as described in the Restricted Person Disposition Notice, by notifying the Restricted Person Prospective Transferor in writing within thirty (30) days after the expiration of the Company Option Period as to the number of such Restricted Person Target Securities that it wishes to purchase. If any such Restricted Person has offered to pay for any Restricted Person Target Securities with property, services or any other non-cash consideration, the Special ROFR Holder shall nevertheless have the right to pay for such Restricted Person Target Securities with cash in an amount equal to the fair market value of the non-cash consideration offered by the Restricted Person in question, where the fair market value ofof such non-cash consideration shall be conclusively determined in good faith by the Board. If the Special ROFR Holder fails to exercise its Special Right of First Refusal within such 30-day period with respect to all or a portion of the Restricted Person Target Securities, for any remaining portion of the Restricted Person Target Securities (“Available for Sale Restricted Person Target Securities”), the Restricted Person Prospective Transferor has a 60-day period to complete the Transfer of the Available for Sale Restricted Person Target Securities on the same terms and conditions as those set out in the Restricted Person Disposition Notice. If the Restricted Person Prospective Transferor has not completed the Transfer of the Available for Sale Restricted Person Target Securities within the 60-day period pursuant to this Section 4.4, the Special ROFR Holder’s Special Right of First Refusal hereunder shall once again apply to any Transfer of the Available for Sale Restricted Person Target Securities. For the avoidance of doubt, the Special ROFR Holder holds the Special Right of First Refusal to acquire all of the Restricted Person Target Securities, not just a pro rata share thereof; provided that the failure to exercise the Special Right of First Refusal wholly or in part shall not prejudice the Right of First Refusal that the Special ROFR Holder holds under Section 4.2.