Common use of United States Tax Matters Clause in Contracts

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. tax rules. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. US federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within Upon written request of a holder of Preferred Shares, within forty-five (45) days from the end of each such taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders Principals and Angels Holding Companies represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders Principals and Angels Holding Companies shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a Controlled Foreign Company (the “CFC”). Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within At the request of GGV Capital IV L.P. or IDG Technology Venture Investment V, L.P., within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, including a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each Other than with respect to Xx Xxxx (王翌) (who is a United States Person) and his Founder Holding Company, each of the Founders and Angels Ordinary Holders represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Ordinary Holders shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply comply, and shall cause each of its Subsidiaries to comply comply, with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform requests necessary for the Company are necessary to enable such holder and each of its Subsidiaries to comply with any applicable U.S. tax ruleslaw or to allow each holder of Preferred Shares to avail itself of any provision of U.S. tax laws. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable allow such holder of Preferred Shares to comply with any applicable U.S. tax ruleslaws or to avail itself of any provision of U.S. tax laws. Each Ordinary Holder and holders of Preferred Shares shall cooperate with the Company and provide reasonable information requested by the Company in order for the Company to comply with its obligations hereunder. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 12.9 shall be borne by the Company.

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. US federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g1 (g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels The Principal represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels The Principal shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (i) None of the Warrantors will, and will procure the Group Companies will not to, take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels Ordinary Holders represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Ordinary Holders shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply comply, and shall cause each of its Subsidiaries to comply comply, with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform requests necessary for the Company are necessary to enable such holder and each of its Subsidiaries to comply with any applicable U.S. tax ruleslaw or to allow each holder of Preferred Shares to avail itself of any provision of U.S. tax laws. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable allow such holder of Preferred Shares to comply with any applicable U.S. tax ruleslaws or to avail itself of any provision of U.S. tax laws. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (ia) None of The Company and the Group Companies will take any action inconsistent with its treatment shareholders of the Company as a corporation for U.S. federal income tax purposes and will elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (ii) The Company shall usenot, and shall cause without the written consent of each of its Subsidiaries to usePreferred Holder, its commercially reasonable best efforts to arrange its management and business activities issue or transfer shares in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any other Group Company to any investor if following such issuance or transfer the Company or any other Group Company, in the written opinion of its Subsidiaries counsel or accountants for any of the Preferred Holders delivered to the Company, would be a “Controlled Foreign Corporation” (a “CFC”) as a PFICdefined in the United States Internal Code of 1986, as amended (the “Code”) with respect to the shares held by any Preferred Holder. Within forty-five No later than two (452) days from months following the end of each Company taxable year of the Companyyear, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of the Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): Holders: (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any other Group Company’s register of its Subsidiaries’ classification members as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to end of the Company (or any last day of its Subsidiaries); such taxable year and (ii) a completed “PFIC Annual Information Statement” report regarding the Company or other Group Company’s status as described under Treasury Regulation Section 1.1295-1(g)a CFC. The In addition, the Company shall provide the Preferred Holders with access to such other Group Company information as may be required by such Preferred Holders to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that determine the Company provide or other Group Company’s status as a CFC, to determine whether each such information Preferred Holder is required to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels shall provide prompt written notice to the Company of any subsequent change in report its United States Person status. The Company shall use its commercially reasonable best effort to avoid future status pro rata portion of the Company or any of other Group Company’s “Subpart F income” (as defined in the Code) on its Subsidiaries as a CFC. Upon written request of a holder of United States federal income tax return, or to allow such Preferred Shares from time Holder to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFCotherwise comply with applicable United States federal income tax laws. In the event that the Company does not have or any other Group Company is determined by counsel or accountants for any of the Preferred Holders to be a CFC as defined in its possession all the information necessary for Code (or any successor thereto) with respect to the holder of shares held by such Preferred Shares to make such determinationHolder, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder agrees to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries other Group Company is a CFC, income that would be includible “Subpart F income” as such term is defined in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 952 of the Code. (vb) Each Group Company shall use commercially reasonable efforts to avoid being a “Passive Foreign Investment Company” (a “PFIC”) within the meaning of Section 1297 of the Code (or any successor thereto). The Company agrees, if requested by any Preferred Holder, to cooperate with such Preferred Holder, including providing any documentation reasonably requested by such Preferred Holder, to determine annually whether the Company and each of the entities in which the Company owns or proposes to acquire an equity or ownership interest (directly or indirectly) is or may become a PFIC (including whether any exception to PFIC status may apply). In connection with a “Qualified Electing Fund” election made by the Preferred Holders pursuant to Section 1295 of the Code or a “Protective Statement” filed by the Preferred Holders pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to the Preferred Holders as set forth substantially in the PFIC Annual Information Statement (attached hereto as Exhibit B) and shall provide each Preferred Holder with such other company information as may be required for purposes of filing U.S. federal income tax returns in connection with such Qualified Electing Fund election or Protective Statement. (c) The Company shall comply obtain representations, warranties and covenants from each entity in which it invests or has invested substantially to the effect of the representations, warranties and covenants contained in the foregoing Sections 9.7(a) and (b) and such additional representations, warranties and covenants as shall cause each of its Subsidiaries be necessary to allow the Company to comply with all record-keeping, reporting, the provisions of the foregoing Sections 9.7(a) and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. tax rules(b). (vid) The cost incurred by Except to the extent that at least two-thirds (66 2/3%) of the Preferred Holders elect otherwise, each Group Company shall take such actions, including making an election to be treated as a corporation or refraining from making an election to be treated as a partnership, as may be required to ensure that at all times each Group Company is treated as corporation for United States federal income tax purposes. (e) In the event that the Company’s tax advisors or the Investor’s tax advisors provide a written opinion that the Investor’s interest in the Company in providing the information that it is required subject to providereporting requirements of either Sections 6038 or 6038B, or is required to cause to be provided, and the cost incurred by the Company in taking the actionagrees, or causing the action upon a request from such Investor, to use commercially reasonable efforts to provide such information to such Investor as may be taken, as described in this Section 11.11 shall be borne by the Companynecessary to fulfill such Investor’s obligations thereunder.

United States Tax Matters. (ia) None of the Group Companies will take any action inconsistent with its the treatment of the Company as a corporation for U.S. US federal income tax purposes and the Company will not elect to be treated as an entity other than as a corporation for U.S. US federal income tax purposes. If the Company is a PFIC in any taxable year after (and including) the Closing, none of the Group Companies will take any action inconsistent with the treatment of a Group Company that is treated as a corporation for US federal income tax purposes and is a PFIC in any taxable year after (and including) the Closing (other than the Company) as a corporation for US federal income tax purposes or elect to treat such Group Company as an entity other than as a corporation for US federal income tax purposes without the consent of GSR Ventures III, L.P., Milestone, and Tenaya Capital V L.P., which consent shall not be unreasonably withheld. (iib) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, purposes in a jurisdiction other than the jurisdiction in which they have been organized. (iiic) The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply)) and, if the Company was a PFIC during such taxable year, whether any of its Subsidiaries was a PFIC such taxable year. If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so reasonably determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or or, as necessary, any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share Shares requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (ivd) Each of the Founders and Angels Principals (other than Xx Xx) represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Principals shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly make all reasonable efforts to procure such information from its shareholders. The Company shall, (i) upon timely written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor’s) pursuant to Section 951 of the Code. (ve) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform informs the Company in writing are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vif) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company. (g) Each Group Company shall use its commercially reasonable efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investors with respect to such holder) pursuant to Section 951 of the Code (“Subpart F Income”). The Company shall make due inquiry with its tax advisors on at least an annual basis regarding the Company’s status as a CFC and regarding whether any portion of the Company’s income is Subpart F Income. Each Direct US Investor shall reasonably cooperate with the Company to provide information about such Investor and the Indirect US Investors with respect to such Direct US Investor in order to enable the Company’s tax advisors to determine the status of such Direct US Investor and/or any of such Indirect US Investor as a “United States Shareholder” within the meaning of Section 951(b) of the Code. No later than 60 days following the end of each Company taxable year, the Company shall provide the following information to the Direct US Investors: (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a report regarding the Company’s status as a CFC. In addition, the Company shall on a timely basis furnish and provide access to all information requested by a Direct US Investor to enable such Direct US Investor and its Indirect US Investors to comply with applicable United States federal income tax laws. (h) In connection with a “Qualified Electing Fund” election made by any of an Investor’s Partners pursuant to Section 1295 of the Code or a “Protective Statement” filed by any of such Investor’s partners pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to such Investor in substantially the form as attached hereto as Exhibit A (or such other form as may be required to reflect changes in applicable Law) as soon as reasonably practicable following the end of each taxable year of the Company (but in no event later than 60 days following the end of each such taxable year), and shall provide such Investor with access to such other Group Company information as may be required for purposes of filing U.S. federal income tax returns of such Investor’s Partners in connection with any such Qualified Electing Fund election or “protective statement.”

United States Tax Matters. (ia) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. US federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (iib) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iiic) The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (ivd) Each of the Founders and Angels Principals represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Principals shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (ve) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vif) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. US federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each such taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares Investor that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder Investor (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share Investor requests in writing that the Company provide such information to such Indirect US Investor and furnish Investor; provided that, the Company with shall provide the information described in this Section 13.12(iii) to DST, without any such written identifying information (request, for each taxable year of the Company so long as DST owns an equity interest in the Company for any portion of such as name, address, and other identifying information) about the Indirect US Investortaxable year. (iv) Each of the Founders and Angels The Principal represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels The Principal shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares an Investor from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares Investor to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares Investor to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Sharesan Investor, furnish on a timely basis all information requested by such holder Investor to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares Investor (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares an Investor inform the Company are necessary to enable such holder Investor to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares Investor with any information reasonably requested by such holder of Preferred Shares Investor to enable such holder Investor to comply with any applicable U.S. US tax rules. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (ii) The Company shall use, (and the Founders shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iiito) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an any Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (ivii) Each of the Founders and Angels Founder represents that such Person he is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Founder shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders Shareholders and the direct and indirect interest holders in each shareholder Shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholdersShareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The In the event that a Group Company and each of is determined by its Subsidiaries shall tax advisors or by counsel or accountants for an Investor to be a CFC with respect to the securities held by such Investor, the Company agrees to use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the CodeSubpart F income. (viii) The Company shall (and the Founders shall cause the Company to) comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (ia) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. US federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (iib) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iiic) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (aA) accurately prepare its U.S. US tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (bB) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (ivd) Each of the Founders and Angels Principals represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Principals shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (ve) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vif) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 11.10 shall be borne by the Company.

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. US federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including without limitation, whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels Principals represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Principals shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (ia) None of The Company is properly classified as a corporation for U.S. tax purposes. Neither the Group Companies Company nor any Subsidiary will take any action inconsistent with its the treatment of the Company as a corporation for U.S. federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (iib) The Company shall use, and shall cause each of its Subsidiaries Subsidiary to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that neither the Company and each of its Subsidiaries are not nor any Subsidiary is treated as residents resident for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iiic) The Company shall use its commercially reasonable best effort efforts to avoid future status the Company being or becoming a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). From time to time, the Company or shall promptly provide the Investors with any of its Subsidiaries as information reasonably requested by the Investors to enable the Investors to file a PFIC“Protective Statement” pursuant to Treasury Regulation Section 1.1295-3. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, determine whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Authority government authority or an Investor informs the Investors inform the Company that it has so determined), it the Company shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person the Investors: (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i1) all information reasonably available to the Company to permit such PFIC Shareholder to (ai) accurately prepare its U.S. tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ Company’s classification as a PFIC and (bii) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries)Company; and (ii2) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (vd) The Company shall comply and shall cause each of its Subsidiaries Subsidiary to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares the Investors inform the Company are necessary must be satisfied to enable such holder the Investors to comply with any applicable U.S. federal and state tax ruleslaws. The In addition to providing the information otherwise set forth in this Section 5.9, the Company shall also provide each holder of Preferred Shares the Investors with (1) any information reasonably requested by such holder of Preferred Shares the Investors to enable such holder the Investors to comply with any applicable U.S. federal, state, and local tax ruleslaws and (2) reasonable access to, and the cooperation of, the Company’s employees, accountants and other advisors, in each case to allow the Investors to comply with applicable U.S. federal, state, and local tax laws. (vie) The cost costs incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost costs incurred by the Company in taking the actionactions, or causing the action actions to be taken, as described in this Section 11.11 5.9 shall be borne by the Company. (f) Nothing in this Section 5.9 shall prevent the Company from issuing shares or other securities or otherwise structuring and conducting its operations and the operations of its subsidiaries in a manner that, in the exercise of the reasonable discretion of the Board of Directors, is in the best interest of the Company.

United States Tax Matters. (i) None of the The Group Companies will not take any action inconsistent with its the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (ii) The purposes unless agreed by Xxxxxxx Xxxxx. Upon notification by Xxxxxxx Sachs to the Company shall use, and shall cause each that the Company or one or more of its Subsidiaries should elect to usebe classified as partnerships or disregarded entities for United States federal income tax purposes (“Partnership Election”), the Company shall make, or shall cause to be made, the Partnership Election by filing, or by causing to be filed, Internal Revenue Service Form 8832. Any of the Group Companies shall not permit the Partnership Election to be terminated or revoked without the written consent of Xxxxxxx Xxxxx. For each year in which a Partnership Election is not in effect, the Company agrees, at the Company’s expense, to make available to Xxxxxxx Sachs upon its commercially reasonable best efforts request, the books and records of any Group Companies and its direct and indirect Subsidiaries, and to arrange its management and business activities in provide information to Xxxxxxx Xxxxx pertinent to any Group Company’s and/or any Subsidiary’s status or potential status as a “passive foreign investment company” (“PFIC”) within the meaning of section 1297 of the United States Internal Revenue Code of 1986, as amended (“Code”). If the Company intends to engage a third party counsel to provide such relevant information to Xxxxxxx Sachs, the Company shall ask Xxxxxxx Xxxxx for advice with respect to the engagement of such third party counsel. If Xxxxxxx Sachs agree to engage a way that third party counsel, the Company shall engage such third party counsel pursuant to Xxxxxxx Xxxxx’ advice, the fees incurred thereof shall be borne by the Company and each of its Subsidiaries are not treated as residents for tax purposesXxxxxxx Sachs on an equal basis. The Company hereby acknowledges and undertakes that, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction above fees incurred for engagement of the third party counsel, Xxxxxxx Xxxxx shall not bear any expenses in which they have connection with the provision of such information by the Company. Upon a determination by the Group Companies, Xxxxxxx Sachs or other taxing authority that any Group Company or any direct or indirect Subsidiary has been organized. (iii) The or is likely to become a PFIC, the Company shall use its commercially reasonable best effort provide Xxxxxxx Xxxxx, at the Company’s expense, with all information reasonably available to avoid future status of the Company such Group Companies or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information permit Xxxxxxx Sachs to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. all tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC result of such determination and (bii) make any election (including, without limitation, including a “qualified electing fund” election under Section within the meaning of section 1295 of the Code), with respect to the Company (Group Companies or any of its direct or indirect Subsidiaries); , and (ii) comply with any reporting or other requirements incident to such election. If the Company intends to engage a third party counsel to provide such relevant information to Xxxxxxx Xxxxx, the Company shall ask Xxxxxxx Sachs for advice with respect to the engagement of such third party counsel. If Xxxxxxx Xxxxx agree to engage a third party counsel, the Company shall engage such third party counsel pursuant to Xxxxxxx Sachs’ advice, the fees incurred thereof shall be borne by the Company and Xxxxxxx Xxxxx on an equal basis. The Company hereby acknowledges and undertakes that, other than the above fees incurred for engagement of the third party counsel, Xxxxxxx Sachs shall not bear any expenses in connection with the provision of such information by the Company. If a determination is made that a certain Group Company is a PFIC for a particular year, then for such year and for each year thereafter, the Company, at the Company’s expense, shall provide Xxxxxxx Xxxxx with a completed “PFIC Annual Information Statement” substantially in the form as described under Treasury Regulation Section set out in the schedule headed “PFIC Annual Information Statement” as required by section 1.1295-1(g)) of the Treasury Regulation. If the Company intends to engage a third party consultant to provide the “PFIC Annual Information Statement” to Xxxxxxx Sachs, the Company shall ask Xxxxxxx Xxxxx for advice with respect to the engagement of the third party consultant. If Xxxxxxx Sachs agree to engage a third party consultant, the Company shall engage such third party consultant pursuant to Xxxxxxx Xxxxx’ advice, the fees incurred thereof shall be borne by the Company and Xxxxxxx Sachs on an equal basis. The Company hereby acknowledges and undertakes that, apart from the above fees incurred for engagement of the third party consultant, Xxxxxxx Xxxxx shall bear no other fees with respect to the provision of the above information by the Company to Xxxxxxx Sachs. The Group Companies shall, as requested by Xxxxxxx Xxxxx, make a reasonable inquiry as to whether there are other U.S. shareholders such that five or fewer U.S. shareholders either directly or indirectly own more than fifty (50) percent of the registered capital or value of any Group Company which leads the Group Company to become a controlled foreign corporation (“CFC”) within the meaning of section 957 of the Code. If the Company intends to engage a third party consultant to conduct the above inquiry, the Company shall ask Xxxxxxx Sachs for advice with respect to the engagement of third party consultant. If Xxxxxxx Xxxxx agree to engage a third party consultant, the Company shall engage such third party consultant pursuant to Xxxxxxx Sachs’ advice, the fees incurred thereof shall be borne by the Company and Xxxxxxx Xxxxx on an equal basis. The Company hereby acknowledges and undertakes that, apart from the above fees incurred for engagement of the third party consultant, Xxxxxxx Sachs shall bear no other fees with respect to the provision of the above information by the Company to Xxxxxxx Xxxxx. If a Group Company is a CFC, the above provision in relation to PFIC will not apply. The Company shall be required furnish to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as nameXxxxxxx Sachs upon its reasonable request, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis basis, and at the Company’s expense, all information requested by such holder necessary to satisfy its (or any Indirect US Investor’s) the U.S. federal income tax return filing requirementsrequirements of Xxxxxxx Xxxxx (and each of the Company’s “United States shareholders” within the meaning of section 951(b) of the Code, if any, that owns a direct or indirect interest in the shareholders of the Group Companies) arising from its investment in the any Group Company and relating to the Company or any of its SubsidiariesGroup Companies’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which If the Company or any of its Subsidiaries is intends to engage a CFCthird party counsel to provide such relevant information to Xxxxxxx Sachs, income that would be includible in the income Company shall ask Xxxxxxx Xxxxx for advice with respect to the engagement of such holder of Preferred Shares (or any Indirect US Investor) third party counsel. If Xxxxxxx Sachs agree to engage a third party counsel, the Company shall engage such third party counsel pursuant to Section 951 of Xxxxxxx Xxxxx’ advice, the Code. (v) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. tax rules. (vi) The cost fees incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 thereof shall be borne by the Company and Xxxxxxx Sachs on an equal basis. The Company hereby acknowledges and undertakes that, other than the above fees incurred for engagement of the third party counsel, Xxxxxxx Xxxxx shall not bear any expenses in connection with the provision of such information by the Company. If any Group Company ceases to be a CFC at any time, the above provision in relation to PFIC will apply, and the Company will provide prompt written notice to Xxxxxxx Sachs. Should this occur, the Company shall yearly make reasonable efforts to determine whether the Company or any Group Company at any time thereafter has become a CFC. All of the Group Companies shall meet all tax compliance, payment and withholding obligations, as required under the Laws of the jurisdictions where the Group Companies operate, including: (i) implementing internal tax policies and controls (and evidentiary requirements) to address tax risks arising from the current and future operations of each of the Group Companies; (ii) adhering to applicable transfer pricing rules and documentation requirements in all jurisdictions where each of the Group Companies operates; and (iii) conduct internal and external testing to the extent reasonably necessary, as determined on the basis of advice received from an auditor to achieve Tax compliance. Each of the Group Companies shall engage an auditor as consented by the Board (including the three (3) Directors appointed by the Investors) to handle all of its tax compliance matters in all jurisdictions in which the Group Companies operate, including those in connection with the matters under the above PFIC and CFC related covenants, respectively.

United States Tax Matters. (ia) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. US federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (iib) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iiic) The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such a holder of Preferred Shares (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), or a “protective statement” under Treasury Regulations Section 1.1295-3, with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Regulations Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (ivd) Each of the Founders and Angels Didi Principal represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Didi Principal shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating generating, for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (ve) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform informs the Company are necessary to enable such holder or its direct or indirect owners to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder or its direct or indirect owners to comply with any applicable U.S. US tax rules. (vif) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 11.12 shall be borne by the Company.

United States Tax Matters. (ia) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will elect to be treated as an entity other than a corporation for U.S. US federal income tax purposes. (iib) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax intax, in a jurisdiction other than the jurisdiction in which they have been organized. (iiic) The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a passive foreign investment company as defined in the Code (“PFIC”). Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an a Major Series A Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States US Person (“Direct US Investor”) and each United States US Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company necessary to permit such PFIC Shareholder to (a) accurately prepare its U.S. US tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share Shares requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying informationInvestor. This Section 12.7(c) about the Indirect US Investorshall survive any IPO. (ivd) Each of the Founders and Angels Principal represents that such Person is not a United States US Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States US Person. Each of the Founders and Angels Principal shall provide prompt written notice to the Company of any subsequent change in its United States US Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a controlled foreign corporation as defined in the Code (“CFC”). Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information reasonably available to the Company concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of the Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall shall, to the extent reasonable, promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. US federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (ve) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform informs the Company are necessary to enable such holder to comply with any applicable U.S. US tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. US tax rules. (vif) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 shall be borne by the Company.

United States Tax Matters. (ia) None of the Group Companies will take any action inconsistent with its treatment of the The Company is currently classified as a corporation for U.S. federal income tax purposes purposes, and will elect to be treated shall take no action (including without limitation the filing of an IRS Form 8832) that would result in the classification of the Company as an entity other than a corporation for U.S. federal income tax purposes. (iib) The Company shall use, and shall cause each of its Subsidiaries the other Group Companies to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries classification as a PFICPFIC for any taxable period (or portion thereof) beginning on or after the date on which the Investors first acquire shares in the Company. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, use its commercially reasonable best efforts to determine whether the Company or any of its Subsidiaries the other Group Companies was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries the other Group Companies was a PFIC in such taxable year (or if a Government Authority government authority or an any Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, shall provide the following information to each holder of Preferred Shares any Investor that is has timely notified the Company that such Investor (or any person or entity holding a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as is a “PFIC Shareholder”): U.S. Person: (i) all information reasonably available to the Company as an Investor may reasonably request in writing to permit such PFIC Shareholder Investor (or any U.S. Person holding a direct or indirect interest in such Investor) to (a) accurately prepare its U.S. tax returns and comply with any other reporting requirements requirements, if any, arising from its such Investor’s investment in the Company and relating to the Company Company’s or any of its Subsidiariesthe other Group Companies’ classification as a PFIC and (b) make any election (includingPFIC, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” in the form of Exhibit C attached hereto as described under required by Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide ) within 90 days following the information described above to an Indirect US Investor only if end of the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US InvestorCompany’s taxable year. (ivc) Each of the Founders and Angels represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFCcomply, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply and shall cause each of its Subsidiaries the other Group Companies to comply comply, with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform any Investor informs the Company are necessary to enable such holder the Investor to comply with any applicable U.S. tax rules. The Company shall also use its commercially reasonable best efforts to provide each holder of Preferred Shares an Investor with any information reasonably requested by such holder of Preferred Shares Investor to enable such holder the Investor to comply with any applicable U.S. tax rules. (vid) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 3.10 shall be borne by the Company.

United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (ii) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iii) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) days from the end of such taxable year, provide the following information to each holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) that is a United States Person (“Direct US Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a) accurately prepare its U.S. tax returns and comply with any other reporting requirements requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant holder of Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US Investor. (iv) Each of the Founders and Angels Ordinary Holders represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels Ordinary Holders shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares (including a holder of Ordinary Shares that were converted from Preferred Shares), furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US Investor) pursuant to Section 951 of the Code. (v) The Company shall comply comply, and shall cause each of its Subsidiaries to comply comply, with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform requests necessary for the Company are necessary to enable such holder and each of its Subsidiaries to comply with any applicable U.S. tax ruleslaw, or to allow each holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) to comply with any applicable U.S. tax law and/or avail itself of any provision of U.S. tax laws. The Company shall also provide each holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) with any information reasonably requested by such holder of Preferred Shares to enable allow such holder of Preferred Shares to comply with any applicable U.S. tax ruleslaws or to avail itself of any provision of U.S. tax laws. (vi) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 12.11 shall be borne by the Company.

United States Tax Matters. (ia) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for U.S. federal income tax purposes and will or elect to be treated as an entity other than a corporation for U.S. federal income tax purposes. (iib) The Company shall use, and shall cause each of its Subsidiaries to use, its commercially reasonable best efforts to arrange its management and business activities in such a way that the Company and each of its Subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have been organized. (iiic) The Company shall use its commercially reasonable best effort to avoid future status of the Company or any of its Subsidiaries as a PFIC. Within forty-five (45) 45 days from the end of each taxable year of the Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a Government Governmental Authority or an Investor informs the Company that it has so determined), it shall, within sixty (60) 60 days from the end of such taxable year, provide the following information to each holder of Preferred Shares that is a United States Person (“Direct US U.S. Investor”) and each United States Person that holds either direct or indirect interest in such holder (“Indirect US U.S. Investor”) (hereinafter, collectively referred to as a “PFIC Shareholder”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (a1) accurately prepare its U.S. tax returns and comply with any other reporting requirements , if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (b2) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its Subsidiaries); and (ii) a completed “PFIC Annual Information Statement” as described under Treasury Regulation Section 1.1295-1(g). The Company shall be required to provide the information described above to an Indirect US U.S. Investor only if the relevant holder of Preferred Share requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US U.S. Investor. (ivd) Each of the Founders and Angels represents that such Person is not a United States Person and such Person is not owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founders and Angels shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its commercially reasonable best effort efforts to avoid future status of the Company or any of its Subsidiaries as a CFC. Upon written request of a holder of Preferred Shares from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such holder of Preferred Shares to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for 39 Shareholders Agreement the holder of Preferred Shares to make such determination, the Company shall promptly procure such information from its shareholders. The Company shall, (i) upon written request of a holder of Preferred Shares, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US U.S. Investor’s) U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such holder of Preferred Shares (or any Indirect US U.S. Investor) pursuant to Section 951 of the Code. (ve) The Company shall comply and shall cause each of its Subsidiaries to comply with all record-keeping, reporting, and other requirements that a holder of Preferred Shares inform the Company are necessary to enable such holder to comply with any applicable U.S. tax rules. The Company shall also provide each holder of Preferred Shares with any information reasonably requested by such holder of Preferred Shares to enable such holder to comply with any applicable U.S. tax rules. (vif) The cost incurred by the Company in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this Section 11.11 13.5 shall be borne by the Company.