Dingdong (DDL) F-1Registration statement (foreign)

Exhibit 4.4

DINGDONG (CAYMAN) LIMITED

SIXTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

This SIXTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”) is entered into on May 10, 2021, by and among:

1) DINGDONG (CAYMAN) LIMITED (the “Company”), an exempted company incorporated and existing under the Laws of the Cayman Islands;

2) Dingdong Fresh Holding Limited (the “BVI Co”), an exempted company incorporated and existing under the Laws of the British Virgin Islands;

3) Dingdong Fresh (Hong Kong) Limited (the “HK Co”), a limited company incorporated and existing under the Laws of Hong Kong;

4) the Person listed on Schedule 1-A attached to this Agreement (the “Founder”);

5) the Person listed on Schedule 1-B attached to this Agreement (the “Founder Holdco”);

6) Shanghai Yibaimi Network Technology Co., Ltd. (上海壹佰米网络科技有限公司) (the “Domestic Company”), a limited liability company incorporated and existing under the Laws of PRC;

7) the Persons listed on Schedule 1-C attached to this Agreement (the “Domestic Company Subs” and each, a “Domestic Company Sub”);

8) the Persons listed on Schedule 1-D attached to this Agreement (each in the capacity of a holder of the Ordinary Shares (other than the Founder Holdco), an “Ordinary Shareholder” and collectively, the “Ordinary Shareholders”);

9) the Persons listed on Schedule 1-E attached to this Agreement (each in the capacity of a holder of the Series Angel Preferred Shares, a “Series Angel Investor” and collectively, the “Series Angel Investors”);

10) the Persons listed on Schedule 1-F attached to this Agreement (each in the capacity of a holder of the Series Angel+ Preferred Shares, a “Series Angel+ Investor” and collectively, the “Series Angel+ Investors”);

11) the Person listed on Schedule 1-G attached to this Agreement (in the capacity of the holder of the Series Pre-A Preferred Shares, the “Series Pre-A Investor”);

12) the Persons listed on Schedule 1-H attached to this Agreement (each in the capacity of a holder of the Series A Preferred Shares, a “Series A Investor” and collectively, the “Series A Investors”);

13) the Person listed on Schedule 1-I attached to this Agreement (in the capacity of the holder of the Series A+ Preferred Shares, the “Series A+ Investor”);

14) the Persons listed on Schedule 1-J attached to this Agreement (each in the capacity of a holder of the Series B Preferred Shares, a “Series B Investor” and collectively, the “Series B Investors”);

15) the Person listed on Schedule 1-K attached to this Agreement (in the capacity of the holder of the Series B2 Preferred Shares, the “Series B2 Investor”);

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16) the Persons listed on Schedule 1-L attached to this Agreement (each in the capacity of a holder of the Series B3 Preferred Shares, a “Series B3 Investor” and collectively, the “Series B3 Investors”);

17) the Person listed on Schedule 1-M attached to this Agreement (in the capacity of a holder of the Series B4-1 Preferred Shares, the “Series B4-1 Investor”);

18) the Persons listed on Schedule 1-N attached to this Agreement (each in the capacity of a holder of the Series B4 Preferred Shares, a “Series B4 Investor” and collectively, the “Series B4 Investors”);

19) the Persons listed on Schedule 1-O attached to this Agreement (each in the capacity of a holder of the Series C1 Preferred Shares, a “Series C1 Investor” and collectively, the “Series C1 Investors”);

20) the Persons listed on Schedule 1-P attached to this Agreement (each in the capacity of a holder of the Series D Preferred Shares, a “Series D Investor” and collectively, the “Series D Investors”); and

21) the Persons listed on Schedule 1-Q attached to this Agreement (each in the capacity of a holder of the Series D+ Preferred Shares, a “Series D+ Investor” and collectively, the “Series D+ Investors”)

Each of the Company, the BVI Co, the HK Co, the Founder, the Founder Holdco, the Domestic Company, the Domestic Company Subs, the Ordinary Shareholders, the Series Angel Investors, the Series Angel+ Investors, the Series Pre-A Investor, the Series A Investors, the Series A+ Investor, the Series B Investors, the Series B2 Investor, the Series B3 Investors, the Series B4 Investors, the Series B4-1 Investor, Series C1 Investors, Series D Investors and Series D+ Investors shall be referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, (i) SVF II Cortex Subco (DE) LLC, the Company and certain other parties are parties to the Series D+ Preferred Share Purchase Agreement dated April 30, 2021 (the “SVF Purchase Agreement”) and (ii) the Company, Dynasty Orchid Limited and certain other parties are parties to the Series D+ Preferred Share Purchase Agreements dated May 3, 2021 (the “Boyu Purchase Agreement”, together with SVF Purchase Agreement, the “Purchase Agreements”).

WHEREAS, in order to induce the Company to enter into the Purchase Agreements to induce the Series D+ Investors to invest funds in the Company pursuant to the Purchase Agreements, which provides that the execution and delivery of this Agreement by the Parties hereto shall be a condition precedent to the consummation of the transactions contemplated thereunder, the Parties hereby agree to enter into this Agreement and that this Agreement shall govern certain shareholder rights and other matters as set forth in this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

For purposes of this Agreement, capitalized terms shall have the meanings set forth in Part I of Exhibit A attached hereto. Unless otherwise specified herein, the rules of interpretation set forth in Part II of Exhibit A shall apply to this Agreement.

The registrations rights of the Holders with respect to the Company and the rights and obligations of the Parties with respect to registration of the Registrable Securities are set forth on Exhibit B attached hereto.

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The rights set forth in Exhibit B, with respect to the following Holders, shall be transferrable and terminate upon:

(i) all Holders, the later of the date that is:

(ii) a particular Holder, the time as such Holder has disposed all of the then outstanding Registrable Securities held by such Holder in a registered public offering under the Securities Act.

The Company shall deliver to each holder of Preferred Shares:

(a) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited consolidated balance sheets of the Group Companies for such year; (ii) an audited consolidated income statements of the Group Companies for such year; (iii) an audited consolidated statements of cash flows of the Group Companies for such year; such year-end financial statements shall be in reasonable detail, prepared in accordance with GAAP, consistently applied with past practice for earlier periods, and be reviewed by one of the Big-Four Accounting Firms or an accounting firm with permit to conduct securities and futures related business selected by the Company with the approval of the Board of Directors (including the consent and affirmative votes of the Investor Director Majority), and be accompanied by a report thereon by such independent public accountant, in each case to such Investor’s satisfaction; and (iv) if requested by any Investor, a management report of the Group Companies prepared by the management team of the Company for such year;

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter, (i) an unaudited consolidated balance sheet of the Group Companies as of the last day of such quarter; (ii) an unaudited consolidated income statement of the Group Companies for such quarter; (iii) an unaudited consolidated statement of cash flows of the Group Companies for such quarter; and (iv) primary operation data of the Group Companies of such quarter; and (v) if requested by any Investor, an unaudited and consolidated financial statements of the Group Companies and a management report of the Group Companies prepared by the management team of the Company for such quarter;

(c) as soon as practicable, but in any event, within thirty (30) days prior to the end of each financial year, a proposed capital expenditures and operating budget and business plan of the Group Companies for the next financial year (the “Budget”). The Budgets shall be approved by the Board of Directors, including the consent and affirmative votes of the Investor Director Majority, and be prepared on a monthly basis covering revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such month and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(d) such other information relating to the financial condition, business, prospects, corporate affairs or other material aspects of the Group Companies as any Investor or any assignee of such Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(d) or any of the above paragraphs to provide information which the Company reasonably deems in good faith (i) to be a trade secret or similar confidential information which shall have been proved and certified by the Board of the Company; or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;

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(e) if for any period any Group Company shall have any Subsidiary whose accounts are consolidated with those of such Group Company, then in respect of such period the consolidated financial statements delivered pursuant to the foregoing sections shall consolidate the financial statements of the Group Companies and all such consolidated Subsidiaries;

(f) such other information as furnished to any other Investor; and

(g) without limitation to the foregoing general requirement, for a period of three (3) years following the Company becoming subject to the filing requirements under the U.S. Securities Exchange Act of 1934 or rules and regulations promulgated by any other securities exchange, the Company shall deliver to such Investor copies of (i) any quarterly, annual, extraordinary or other reports filed by the Company or any other Group Company with the SEC or any other relevant securities exchange, regulatory authority or government agency; and (ii) any annual report or other materials delivered to any other shareholder of the Company or any other Group Company, insofar as such Investor holds any Preferred Share or warrant, any Conversion Share or any other Equity Security at any time during such three (3) year period.

Commencing on the date hereof, the Company and any other Group Company shall permit each Investor holding any Preferred Shares of the Company then issued and outstanding and its authorized representatives, at the expense of such Investor who exercises the inspection right, to visit and inspect the Company or any other Group Company’s properties, and copy books, accounts or other accounting documents of the Group Companies, to examine and audit its books of account and records and to discuss the Company or any other Group Company’s affairs, finances, accounts, operations and conditions with the Founder and employees, officers, directors, auditors, consultants and agents of the Group Companies, all at such reasonable times as may be reasonably requested by such Investor; provided, however, that the Company and any other Group Company shall not be obligated pursuant to this Section 3.2 to provide access to any information which it reasonably considers in good faith to be a trade secret or similar confidential information which shall have been proved and certified by the Board of the Company, or would adversely affect the attorney-client privilege between the Company or any other Group Company and its counsel. Notwithstanding the foregoing, if any Investor exercises the inspection rights and discovers any event, circumstance or change that, individually or in the aggregate with one or more other events, circumstances or changes, has had, or could be resonably expected to have, a material adverse effect on the Group Companies, the expense for such Investor’s expense for the inspection rights shall be borne by the Group Companies.

(a) The Company shall (i) determine, with respect to such taxable year whether the Company or any Group Company (or any of their Affiliates) is a passive foreign investment company (the “PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for United States federal income Tax purposes, (ii) report such status to the Investors on or prior to February 15 of each calendar year, and (ii) provide such information reasonably available to the Company to permit such Investor’s Partners to have sufficient information to make a “Qualified Electing Fund” election (a “QEF Election”) or file a “Protective Statement” pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto). The Company shall provide annual financial information to the Investors in the form provided in the attached PFIC Exhibit in Exhibit D (or in 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 forty five (45) days following the end of each such taxable year). The Company shall also obtain and provide any and all other information reasonably deemed necessary and required by the Investors to comply with the provisions of this Section 3.3(a) or otherwise to comply with applicable United States federal income Tax Laws. The Company shall, upon the request of any Investor, appoint an internationally reputable accounting firm acceptable to such Investor to prepare and submit its United States Tax filings.

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(b) If a determination is made by the Company that the Company or any other Group Company is a PFIC for a particular taxable year, then (i) for such year and for each year thereafter, the Company shall also provide each Investor within sixty (60) days upon the request of such Investor with a completed “PFIC Annual Information Statement” as required by Treasury Regulation Section 1.1295-1(g) and any other information reasonably required by an Investor or Investor’s Partner to comply with any reporting or other requirements in connection with the QEF Election; and (ii) the Company must include in its gross income for a particular taxable year its pro rata share of the Group Companies’ earnings and profits pursuant to Section 1293 of the Code, and the Company agrees to make a dividend distribution to the Investors (no later than forty five (45) days following the end of the Company’s taxable year or, if later, forty five (45) days after the Company is informed by the Investors that such Investor’s Partner has been required to recognize such an income inclusion) in an amount equal to fifty percent (50%) of the amount that would be included by any Investor or Investor’s Partner if such Investor or Investor’s Partner was a “United States Person” as such term is defined in Section 7701(a)(30) of the Code and had the Investor or Investor’s Partner made a valid and timely QEF Election which was applicable to such taxable year.

(c) In the event that the Company or any other Group Company is determined by counsel or accountants for an Investor to be a controlled foreign corporation as described in Section 957 of the Code (a “CFC”) with respect to the shares held by the Investor, the Company agrees (a) to use commercially reasonable efforts to avoid generating Subpart F Income (as defined in Section 952 of the Code) (the “Subpart F Income”); and (b) to the extent permitted by Law, to annually make dividend distributions to the Investor in an amount equal to fifty percent (50%) of any income deemed distributed to the Investor that would have been deemed distributed to the Investor pursuant to Section 951(a) of the Code had the Investor’s Partner been a “United States Person” as such term is defined in Section 7701(a)(30) of the Code (or such lesser amount determined by the Investor in its sole discretion). No later than forty five (45) days following the end of each Company taxable year, the Company shall provide the following information to each Investor: (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a report regarding the Group Companies’ status as a CFC. In addition, the Company shall provide each Investor with access to such other Group Companies information as may be required by such Investor to determine the Group Companies’ status as a CFC and to determine whether the Investors or any of the Investor’s Partners is required to report its pro rata portion of the Company’s Subpart F Income on its United States federal income Tax return, or to allow such Investor or such Investor’s Partners to otherwise comply with applicable United States federal income Tax Laws. For purposes of this Section 3.3, (i) the term “Investor’s Partners” shall mean each of such Investor’s shareholders, partners, members or other equity holders and any direct or indirect equity owners of such entities and (ii) the “Company” shall mean the Company and any of its Subsidiaries, including the other Group Companies.

(d) The Company will comply and will cause its Subsidiaries, including the Group Companies, to comply with all record-keeping, reporting, and other requests reasonably necessary for the Company and its Subsidiaries to allow such Investor (and any equity-holder of such Investor) to comply with any applicable United States federal income Tax Law (including maintaining any Tax election made by such Investor or equity holder thereof, and including but not limited to information relating to the transfer of any equity interests of the Company (or any Subsidiary) and the issuance or redemption by the Company (or any Subsidiary) of any equity interests).

(e) 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 such Group Company is treated as corporation for United States federal income Tax purposes.

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(f) The Company shall, and shall cause each Group Company to, timely and accurately file Tax returns in each jurisdiction in which such returns are required to be filed.

(g) The Company shall, if requested by an Investor, cooperate in determining whether it would be desirable, reasonable and appropriate for the Company and/or any Subsidiary to elect to be classified as a partnership or branch for U.S. federal income Tax purposes and, if so, to take all reasonable steps to cause any such elections to be made.

(h) All out-of-pocket expenses incurred by the Company or any Subsidiary, including the other Group Companies, resulting from the affirmative requests of an Investor pursuant to Sections 3.3(a)-(g) above shall be borne by the Company.

The covenants set forth in Section 3.1 and Section 3.2 shall terminate and be of no further force or effect as to any Investor immediately prior to the consummation of a Qualified IPO.

(a) Each Party agrees that it will keep confidential and will not disclose any information (“Confidential Information”) regarding the Transaction Documents or the transactions contemplated thereby, including their existence, provided that such obligation shall not apply to any information which (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5(a) by such Party), (ii) is, has been or becomes independently developed or conceived by or for such Party without use of any Confidential Information, (iii) is, has been made or becomes known or disclosed to such Party by a third party without a breach of any obligation of confidentiality such third party may have, or (iv) is already in the possession of such Party prior to receipt thereof from the disclosing Party; provided, further, that (a) each Party may disclose any of such Confidential Information to its legal advisers, accountants, consultants, and other professionals who are under appropriate nondisclosure obligations imposed by professional ethics, Law or otherwise, (b) each Investor may disclose any of such Confidential Information to any bona fide prospective investor to whom such Investor proposes to Transfer any Equity Securities as long as such prospective investor agrees to be bound by nondisclosure obligations substantially similar to those set forth in the provisions of this Section 3.5(a), (c) each Investor may disclose any of such Confidential Information to any Affiliate of such Investor, or any partner, member, shareholder, Subsidiary, officer, investor (including limited partners) or prospective investor, lender, banker, director, employee, agent, investment advisors, partners, limited partners, former partners, potential partners or potential limited partners, or representative of such Investor or any of its Affiliates, (d) each Party other than the Investors may disclose any of such Confidential Information to any Affiliate, partner, member, shareholder or wholly-owned Subsidiary of the Company in the ordinary course of business, or (e) each Party may disclose any of such Confidential Information as may otherwise be required by Law, pursuant to any requirement of any Governmental Authority, in connection with any legal proceeding or process, or otherwise be legally compelled, provided that such Party shall take reasonable steps to minimize the scope of any such required disclosure to the extent reasonably practicable and legally permissible.

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(b) Each Investor further agrees that such Investor will keep in confidence and will not disclose, divulge, or use any confidential information obtained from the Company pursuant to this Agreement for any purpose other than (i) for such Investor to monitor, evaluate and manage its investment in the Company in a reasonable manner, (ii) disclosure of any of such information to its legal advisers, accountants, consultants, and other professionals who are under appropriate nondisclosure obligations imposed by professional ethics, Law or otherwise, (iii) disclosure of any of such information to any bona fide prospective investor to whom such Investor proposes to Transfer any Equity Securities as long as such prospective investor agrees to be bound by nondisclosure obligations substantially similar to those set forth in the provisions of this Section 3.5(b), (iv) disclosure of any of such information to any Affiliate of such Investor, or any partner, member, shareholder, Subsidiary, officer, investor (including limited partners) or prospective investor, director, employee, agent or representative of such Investor or any of its Affiliates, or (v) disclosure as legally requested or compelled (including without limitation, pursuant to securities Laws), provided that such obligation shall not apply to any information which (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5(b) by such Investor), (b) is, has been or becomes independently developed or conceived by or for such Investor without use of such confidential information, (c) is, has been made or becomes known or disclosed to such Investor by a third party without a breach of any obligation of confidentiality such third party may have, or (d) is already in the possession of such Investor prior to receipt thereof from the Company. The Company acknowledges that the Investors are in the business of private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Group Companies. Nothing in this Agreement shall preclude or in any way restrict an Investor from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of any Group Company.

(c) Notwithstanding anything to the contrary herein or contained in other Transaction Documents, without the prior written consent of the Founder, each Investor or its Affiliate shall not, within eighteen (18) months from the applicable closing of such Investor (which shall extend to the date of closing of any subsequent bona fide equity financing thereafter, only if such Investor or any of its Affiliates makes additional investment in such subsequent equity financing (for the avoidance of doubt, the exercise of warrant issued to Starquest for the subscription of the 139,795 Series B4 Preferred Shares and the conversion of the convertible loan by Starquest into 81,266 Series C1 Preferred Shares in accordance with the CB Purchase Agreement shall not be deemed as additional investment under this Section 3.5(c)) in the Company in such subsequent bona fide equity financing), make any direct or indirect equity investment in the entities engaged in the E-commerce business of fresh food in the PRC under the brand, tradename, App or application programs of 朴朴 or Miss Fresh (每日优鲜) or Meituan Maicai (美团买菜) (as defined in this Section 3.5(c)) and the Subsidiary(ies) of such entities respectively (each, a “Direct Competitor”) (the “Investment Restriction”), provided that:

(i) starting from January 1, 2021, the list of Direct Competitors may be updated once per calendar year upon the request by the Founder and any update of such list shall be promptly notified to the Investors in writing and approved by the Investor Majority, provided that (x) a Person may only be added to the list of Direct Competitors if the main business of such Person and/or its Subsidiaries is E-commerce business of fresh food in the PRC, (y) the total number of the Direct Competitors shall in no event exceed five (5), (z) if any Investor or any of its Affiliates has entered into any agreement in relation to equity financing with any operating entity added into the list of Direct Competitors or has provided bridge loan or convertible loan to such newly added entity or has become a direct or indirect shareholder of such newly added entity before the relevant update of the list of Direct Competitors, the Investment Restriction with respect to such newly added entity shall not apply to such Investor and any of its Affiliates, and (xx) if the Equity Securities of any Person or any Affiliate thereof that holds the business of such Person are listed or traded on any securities exchange, such Person and its Affiliates shall not be added to the list of Direct Competitors;

(ii) to the extent any Investor or any of its Affiliates has become a direct or indirect shareholder of any Direct Competitor before October 31, 2018 or has executed a bridge loan agreement with such Direct Competitor with the bridge loan amount paid, the Investment Restriction shall not apply to such investment by such Investor and any of its Affiliates in such Direct Competitor. For the avoidance of doubt and without prejudice to the foregoing, (x) each of Tiger and Qiming has become a shareholder of Miss Fresh (每日优鲜), and (y) Gaorong has become a shareholder of 朴朴, in each case prior to October 31, 2018, Tiger’s and Qiming’s investment in Miss Fresh (每日优鲜) and Gaorong’s investment in 朴朴 shall not be subject to the Investment Restriction; and

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(iii) if any Investor or any of its Affiliates has become a shareholder of Meituan Dianping (美团点评) as of the applicable closing date of such Investor, such Investor and any of its Affiliates shall not be subject to the Investment Restriction under this Section 3.5(c) with respect to its investment in Meituan Dianping (美团点评), but shall be subject to the Investment Restriction with respect to its investment in Meituan Maicai (美团买菜) if and only if Meituan Maicai(美团买菜) starts independent fundraising efforts as an entity separate from Meituan Dianping (美团点评).

(iv) the Investment Restrictions set out in this Section 3.5(c) shall not apply to any Investor receiving equity interest in a Direct Competitor or any newly added entity as a result of any share split, share dividend, bonus issue, value adjustment, anti-dilution adjustment and similar actions of such Direct Competitor and/or newly added entity for nil or nominal consideration.

Subject to Section 8.20 of this Agreement, the Investment Restriction hereof shall terminate upon the earlier of (i) the consummation of the listing or trading of any Equity Securities of such Direct Competitor or its Affiliates on any securities exchange, and (ii) the time when such Investor and/or its Affiliates cease to hold any Equity Securities of the Company and other Group Companies.

For the purposes of this Section 3.5(c), (i) “Meituan Maicai (美团买菜)” means the entity operating under the name or brand of Meituan (美团) whose principal business is conducting the e-commerce business of selling fresh foods (rather than only selling fruits) in the PRC in the pre-delivery warehouse and using instantly delivering model, and (ii) “Affiliate” (x) with respect to any Investor, shall exclude any officer, director, member, employee, or fund manager of such Investor, other fund managed by its fund manager, or trusts controlled by or for the benefit of any above Person, (y) with respect to GA, shall be limited to any Affiliates of GA that are principally focused on companies located in, or with connections to, the PRC; (z) with respect to Coatue, notwithstanding the foregoing, shall be limited to any Affiliates of Coatue that are principally focused on companies located in, or with connections to, the PRC, and exclude limited partners or portfolios of Coatue or any other funds promoted, sponsored, managed, advised or serviced by Coatue Management, L.L.C; (xx) with respect to SVF shall (i) mean Softbank Vision Fund II-2 L.P., and its Subsidiaries, (ii) shall be limited to such Affiliates of SVF as defined in (i) above, that are principally focused on companies located in, or with connections to, the PRC, and (iii) shall exclude any current or prospective limited partners, portfolio companies, employee, officer, director, member, or fund manager of SVF and other funds managed by its fund manager or portfolio companies, and (yy) with respect to Boyu, shall be limited to any entity that directly controls Dynasty Orchid Limited.

Notwithstanding anything to the contrary and with respect to each Investor, the Investment Restriction under this Section 3.5(c) shall not extend to Meituan, a listed company on the Hong Kong Stock Exchange with stock code of 3690.

(d) No announcements regarding any Investor’s investment in the Company may be made by any Party hereto in any press conference, professional or trade publication, marketing materials or otherwise to the public without the prior written consent of such Investor. Without prejudice to the foregoing and notwithstanding anything to the contrary set forth herein or in any other Transaction Document but subject to Section 7.9, GA and its Affiliates may disclose GA’s investment in the Company on General Atlantic’s website in substantially the same form and substance as the other disclosures made by General Atlantic with respect to its other portfolio company investments.

(e) The provisions of this Section 3.5 shall be in addition to, and not supersede the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.

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(a) Subject to the terms and conditions specified in this Section 4.1 and applicable securities Laws, in the event the Company proposes to offer or sell any Additional Equity Securities (in a single transaction or a series of related transactions), each holder of Preferred Shares (each an “Offeree”) shall be entitled to purchase up to its Pro Rata Share (as defined below) of the Additional Equity Securities in accordance with the provisions of this Section 4.1. Each Offeree shall be entitled to apportion such right of first offer granted to it under this Section 4.1 among itself and its partners, members and other Affiliates in such proportions as it deems appropriate, provided that (x) without the consent of the Founder, such partners, members and other Affiliates of the Offeree shall not be a Competitor as listed in Exhibit E which may be updated to include additional Competitors up to once per calendar year upon the written request by the Founder and such list in Exhibit E and any update thereof shall be promptly notified to the Investors and approved by the Board (including the affirmative votes of the Investor Director Majority and the Founder). Each Offeree’s “Pro Rata Share” for purposes of this Section 4.1 is the ratio of (a) the number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such Offeree (for Starquest, the number of Ordinary Shares then held by Starquest and Starquest’s Related Fund shall be aggregated for calculation of the aggregate Pro Rata Share of such Persons), to (b) the total number of Ordinary Shares (calculated on an as-converted and fully-diluted basis) then outstanding immediately prior to the issuance of the Additional Equity Securities.

(b) In the event that the Company proposes to undertake an issuance of any Additional Equity Securities, the Company shall deliver a written notice, in accordance with the provisions of Section 8.4 hereof (the “Offer Notice”), to each of the Offerees stating (i) its bona fide intention to offer such Additional Equity Securities, (ii) the number and type of such Additional Equity Securities to be offered, (iii) the per unit price in cash and the other material terms, if any, upon which it proposes to offer such Additional Equity Securities and (iv) the number of the Additional Equity Securities that each Offeree is entitled to purchase based on its Pro Rata Share of the Additional Equity Securities.

(c) Within ten (10) Business Days after receipt of the Offer Notice (the “Participation Period”), each Offeree shall have an option to elect to purchase up to its Pro Rata Share of the Additional Equity Securities at the same per unit price and on and subject to the same terms as specified in the Offer Notice.

(d) Each Offeree may exercise such purchase option to purchase all or any portion of its Pro Rata Share of the Additional Equity Securities, by notifying the Company in writing, before the expiration of the Participation Period as to the number of such Additional Equity Securities which it wishes to purchase.

(e) If any Offeree fails to exercise the right to purchase its full Pro Rata Share of the Additional Equity Securities within the Participation Period in accordance with this Section 4.1, the Company shall, identify the portion of the Additional Equity Securities which such Offerees have failed to purchase (the “Remaining Securities”), and has 70 Business Days following expiration of the Participation Period to complete the sale of the Remaining Securities to the third-party offeree as identified in the Offer Notice upon terms and conditions (including the per unit purchase price) no more favorable to such offeree than those specified in the Offer Notice. In the event that the Company has not issued and sold such Remaining Securities within such 70-Business Day period, then the Company shall not thereafter issue or sell any Additional Equity Securities without again first offering such Additional Equity Securities to the Offerees pursuant to this Section 4.1.

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The provisions of this Section 4 shall terminate upon the earlier of (a) immediately prior to the consummation of the Company’s Qualified IPO, and (b) the consummation of a Liquidation Event (other than a change of control of the Company as a result of issuance of additional Equity Securities of the Company).

Each Shareholder agrees to, and each Party hereto shall cause each Shareholder it Controls to, vote all of his, her or its Equity Securities in the Company (whether now owned or hereafter acquired, including which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner as may be necessary to ensure that at each annual or special meeting of Shareholders at which an election of Directors is held and for the election of Directors pursuant to any written consent of the Shareholders, the following provisions shall be complied with:

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Each Shareholder agrees to, and each Party hereto shall cause each Shareholder it Controls to, vote all of its Equity Securities (whether now owned or hereafter acquired, including which the Shareholder may be empowered to vote) from time to time and at all times, in whatever manner shall be necessary to ensure that the size of the Board shall be set in accordance with the provision as provided in Section 5.1. It is further agreed that (i) each of the Investors who is entitled to appoint an Investor Director in accordance with Section 5.1 shall be entitled to elect one (1) director of the board of directors of each other Group Company and other Subsidiaries of the Group Companies (including in the event that the Group Companies shall form or acquire any new Subsidiaries) (the “Subsidiary Board”), (ii) each of the Investors who is entitled to appoint one (1) observer in accordance with Section 5.1 shall be entitled to appoint one (1) observer to the Subsidiary Board at its sole discretion, and (iii) each Party hereof shall, and shall cause each other Party it Controls to, cause that such nominee(s) are appointed to the relevant Subsidiary Board.

Each Shareholder also agrees to, and each Party hereto shall cause each Shareholder it Controls to, vote all of his, her or its Equity Securities (whether now owned or hereafter acquired, including which such Shareholder may be empowered to vote) from time to time and at all times in whatever manner as may be necessary to ensure that (i) no Director or observer appointed pursuant to Section 5.1 of this Agreement may be removed from office unless (A) such removal is directed by the holder(s) of Equity Securities who is entitled under Section 5.1 to designate that Director or observer; or (B) the person(s) or entity(ies) originally entitled to designate such Director or observer pursuant to Section 5.1 is no longer so entitled to designate such Director or observer; and (ii) any vacancies created by the resignation, removal or death of a Director or observer appointed pursuant to Section 5.1 shall be filled pursuant to the provisions of Section 5.1. Each Shareholder agrees to, and each Party hereto shall cause each Shareholders it Controls to, execute any written consents and take any action (including causing the Director or observer designated by such Shareholder to provide any written consent and take any action) required to effectuate the provisions of this Agreement, and the Company agrees at the request of any Shareholder entitled to designate a Director to call a special meeting of Shareholders for the purpose of electing Directors.

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Each Board committee (if any) shall include all of the Investor Directors. The Board shall meet at least every six months, unless otherwise agreed by the Directors holding a majority of the votes of the Directors, including the unanimous consent of the Investor Directors. All meetings of the Board shall be held either telephonically or in person. The Company shall reimburse the Directors for all reasonable out of pocket expenses incurred in connection with attending any meetings and performing duties of the Board and Subsidiary Boards, and any committee thereof. The Company shall procure that a notice of each meeting, the agenda of the business to be transacted at the meeting and all documents and materials to be circulated at or presented to the meeting are sent to all Directors entitled to receive notice of the meeting at least seven (7) days before the meeting. A quorum for a meeting of the Board shall consist of the Directors holding a majority of votes of the Directors, including each Investor Director; provided, however, if such quorum is not present within one hour after the time appointed for the relevant meeting for two (2) consecutive duly called meetings of Directors solely due to the failure of any Investor Director to attend such meetings of Directors after receiving proper notice, then the attendance of the Directors (regardless of the presence of such Investor Director) at the next duly called meeting of Directors shall constitute a quorum.

Each Shareholder agrees to vote all of his, her or its Equity Securities from time to time and at all times, in whatever manner as may be necessary to authorize an increase in the authorized share capital of the Company so that there will be sufficient number of Ordinary Shares available for conversion of all of the then-outstanding Preferred Shares following each adjustment to the conversion price of any Preferred Share under the Restated Articles.

Each Party acknowledges and agrees that each other Party hereto may be irreparably damaged in the event any of the provisions of this Section 5 is not performed or is otherwise breached by such breaching Party. Accordingly, it is agreed that each of the Company and the Shareholders shall be entitled to seek an injunction to prevent breaches of this Agreement and to specific performance of this Agreement and its terms and provisions in any action instituted in any court of competent jurisdiction, in addition to any other remedy to which the Company or such Shareholder may be entitled at law or in equity, provided that no injunction or specific performance requirement imposed on any Investor shall have any adverse effect on such Investor or any of its Affiliates’ investment in any entities other than the Group Companies or their respective business operations.

The provisions of this Section 5 shall be effective as of the date hereof and shall continue to be effective until and shall terminate upon the earlier to occur of (i) immediately prior to the consummation of a Qualified IPO and (ii) the consummation of a Liquidation Event (other than a change of control of the Company as a result of issuance of additional Equity Securities of the Company) provided, however, that the provisions of Section 5.5 shall survive until the holders of Preferred Shares have converted all of their Preferred Shares into Ordinary Shares.

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(a) Transfer of Shares

Subject to Section 6.6, any proposed assignment, sale, offer to sell, pledge, mortgage or hypothecation of, creation of Encumbrance on, grant of a security interest in, disposition of or any other like transfer of, or suffering to existing (whether by operation of Law or otherwise) any Encumbrance on, through one or a series of transactions, of any right, title or interest in or to any Equity Securities of the Company now or hereafter owned or held by a Party, either directly or indirectly (each, a “Transfer”) shall be made in compliance with the terms of this Section 6. For the avoidance of doubt, any change in the equity interest of the Founder Holdco, including without limitation as a result of (i) the issuance or redemption by the Founder Holdco of any portion of its Equity Securities, or any debenture or obligation in whatsoever nature that is convertible into or exercisable for its Equity Securities, any other right that may grant the recipient rights and privileges similar to that of a shareholder of the Founder Holdco, or in any other manner that may have similar effect to any of the foregoing; or (ii) any Transfer of the Founder Holdco’s Equity Securities, shall constitute a “Transfer” for the purposes of this Agreement.

(b) Prohibition on Transfer of Ordinary Shares held by the Restricted Shareholder

Subject to Section 6.6, in addition to the restrictions set forth in Sections 6.2 and 6.3, prior to the consummation of a Qualified IPO or a Liquidation Event, each Restricted Shareholder shall not effectuate a Transfer, nor shall any Person that holds any interest in the Founder Holdco or any Restricted Shareholder effectuate a Transfer of his Equity Securities or interest in the Equity Securities in the Founder Holdco or any Restricted Shareholder, unless otherwise approved in writing by the Directors holding a majority of the votes of the Board, including the affirmative votes of the Investor Director Majority.

(c) Prohibition on Issuance of Shares or Similar Rights by the Founder Holdco

Subject to Section 6.6, the Founder Holdco shall not, and the Founder shall cause the Founder Holdco not to, prior to the consummation of a Qualified IPO or a Liquidation Event, effectuate a Transfer, unless otherwise approved in writing by the Directors holding a majority of the votes of the Board, including the affirmative votes of the Investor Director Majority.

Save for the exempt transfers set forth in Section 6.6, any Transfer by any Restricted Shareholder shall therefore be subject to the Right of First Refusal and the Right of Co-Sale right described in Sections 6.2 and 6.3 of this Agreement.

(d) Restrictions on Transfer of Shares held by the Investors

Subject to this Section 6.1, each Investor may freely Transfer any Equity Securities of the Company now or hereafter owned or held by them; provided that (i) without the written consent of the Founder, the transferee shall not be a Competitor as listed in the Exhibit E, which list may be updated to include additional Competitors up to once per calendar year upon the written request by the Founder and such list in Exhibit E and any update thereof shall be approved by the Board (including the affirmative votes of the Investor Director Majority and the Founder) and such update shall only become effective upon the approval of the Board; and (ii) the transferee shall execute and deliver an Assumption Agreement in the form attached hereto as Exhibit C-1 and be bound by the terms of this Agreement as an “Investor” (if not already a Party hereto) upon such Transfer. The Company will update its register of members upon the consummation of any such permitted Transfer.

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Notwithstanding the foregoing, without the written consent of the Founder, Sequoia and each Series B3 Investor and each Series B4 Investor and each Series C1 Investor and each Series D Investor and each Series D+ Investor shall not Transfer any of its Equity Securities of the Company to any of JD Daojia/7Fresh/Dada (京东到家/7Fresh/达达), Eleme (饿了么), Meituan (美团), Duodian/Wumei (多点/物美), Alibaba（阿里巴巴）and Tencent（腾讯）(collectively, the “Special Competitors”) until two years after, with respect to Sequoia and each Series B3 Investor, the Series B3 Closing (which shall extend to the date of closing of any subsequent bona fide equity financing thereafter, if such Investor or any of its Affiliates makes additional investment in such subsequent financing) or, with respect to each Series B4 Investor, the Series B4 Closing (which shall extend to the date of closing of any subsequent bona fide equity financing thereafter, if such Investor or any of its Affiliates makes additional investment in such subsequent financing, for the avoidance of doubt, the exercise of warrant issued to Starquest for the subscription of the 139,795 Series B4 Preferred Shares on March 22, 2021 and the conversion of certain convertible loan by Starquest into 81,266 Series C1 Preferred Shares in accordance with the CB Purchase Agreement shall not be deemed as additional investment under this Section 6.1(d); the exercise of warrant issued to Gaorong for the subscription of the 179,701 Series Pre-A Preferred Shares, 21,204 Series A+ Preferred Shares, 3,554 Series B Preferred Shares and 57,902 Series C1 Preferred Shares on March 22, 2021 shall not be deemed as additional investment under this Section 6.1(d)), or with respect to each Series C1 Investor, the Series C1 Closing (which shall extend to the date of closing of any subsequent bona fide equity financing thereafter, if such Investor or any of its Affiliates makes additional investment in such subsequent financing, for the avoidance of doubt, the exercise of warrant issued to Starquest for the subscription of 139,795 Series B4 Preferred Shares on March 22, 2021 and the conversion of certain convertible loan by Starquest into 81,266 Series C1 Preferred Shares in accordance with the CB Purchase Agreement shall not be deemed as additional investment under this Section 6.1(d)), or with respect to each Series D Investor, the applicable closing date of its subscription of relevant Series D Preferred Shares (which shall extend to the date of closing of any subsequent bona fide equity financing thereafter, if such Investor or any of its Affiliates makes additional investment in such subsequent financing), or with respect to each Series D+ Investor, the Closing (which shall extend to the date of closing of any subsequent bona fide equity financing thereafter, if such Investor or any of its Affiliates makes additional investment in such subsequent financing). Upon the expiry of such two year period, if Sequoia or any Series B3 Investor or Series B4 Investor or Series C1 Investor or Series D Investor or Series D+ Investor (each, a “Qualified Transferor”) proposes to Transfer any Equity Securities of the Company held by it to any of the Special Competitors (the “Qualified Transfer”), such Qualified Transferor shall deliver a written notice to the Company and the other Investors no later than thirty (30) calendar days prior to the consummation of such Qualified Transfer (the “Qualified Transfer Notice”), which shall contain the material terms and conditions of the Qualified Transfer, including without limitation, (i) a description of the Equity Securities of the Company that such Qualified Transferor proposes to transfer, (ii) the price of such Qualified Transfer, (iii) the form of consideration to be paid and (iv) the identity of the prospective transferee. The Company or its designated party shall have a right of first refusal to purchase all (but not less than all) of the Equity Securities proposed to be transferred by any Qualified Transferor as set out in the Qualified Transfer Notice (the “Qualified Competitor Transfer Shares”) at a price per Ordinary Share (on an as converted basis) that equals to the lower of (i) the same price as described in the Qualified Transfer Notice, and (ii) an amount equal to (x) the per Ordinary Share price (on an as-converted basis) for the bona fide equity financing undertaken by the Company immediately before the Qualified Transfer, plus (y) a compound interest calculated at the rate of 12.5% per annum, calculating during the period commencing from the closing of such foregoing bona fide equity financing and up to and until the proposed closing date of the Qualified Transfer (the “Qualified Competitor Transfer ROFR”). To exercise the Qualified Competitor Transfer ROFR, the Company shall deliver an exercise notice to such Qualified Transferor within ten (10) calendar days after the delivery of the Qualified Transfer Notice (the “Qualified Competitor ROFR Exercise Period”). If the Company elects to exercise the Qualified Competitor Transfer ROFR during the Qualified Competitor ROFR Exercise Period, the Company shall pay the purchase price determined in accordance with this Section 6.1(d) in US dollars in full in immediately available funds for all such Qualified Competitor Transfer Shares at the closing of such transfer, which shall take place no later than sixty (60) calendar days following the delivery of the Qualified Transfer Notice. Notwithstanding anything to the contrary, in the event the Company designates any Person other than a Group Company to exercise such Qualified Competitor Transfer ROFR, such designation shall be subject to the prior written consent of the Investor Director Majority. For the avoidance of doubt, each Investor’s right to transfer to a Special Competitor in accordance with the second paragraph of this Section 6.1(d) shall in no event be restricted or limited by the first paragraph of this Section 6.1(d).

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Notwithstanding anything to the contrary, upon the earlier of (i) the expiration of the Qualified Competitor ROFR Exercise Period and (ii) the receipt by any Qualified Transferor of a written notice from the Company that it does not elect to purchase the Equity Securities proposed to be transferred by such Qualified Transferor as set forth in the Qualified Transfer Notice, in each case of (i) and (ii), such Qualified Transferor shall be permitted to Transfer part or all of the Qualified Competitor Transfer Shares to the prospective transferee and for the consideration no less favorable than those set forth in the Qualified Transfer Notice.

(a) Transfer Notice

Subject to the provisions in Section 6.1 and 6.6, each Restricted Shareholder (including its successors and permitted assignees) (each, a “Transferor”) proposing to make a Transfer shall deliver a written notice (the “First Transfer Notice”) to each holder of Preferred Shares (each an “Eligible Holder”, collectively the “Eligible Holders”) and the Company no later than thirty (30) calendar days prior to the consummation of such Transfer. Such First Transfer Notice shall contain the material terms and conditions of the Transfer, including without limitation (i) a description of the Equity Securities that such Transferor proposes to transfer (the “Transfer Shares”), including the number of such Transfer Shares, (ii) the nature of such Transfer, (iii) the cash consideration to be paid for such Transfer Shares and (iv) the identity of the Prospective Transferee (including the ultimate beneficial owners). In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Transferor with the Eligible Holder that provide a preexisting right of first refusal or other similar rights, the terms of this Agreement shall prevail and the preexisting right of first refusal and other similar rights shall be deemed satisfied by compliance with this Section 6.2.

(b) Grant of Right of First Refusal to Eligible Holders. Each Transferor hereby grants to each Eligible Holder (including its successors and permitted assignees) a right of first refusal (the “Right of First Refusal”) to purchase up to such Eligible Holder’s Pro Rata ROFR Share of the Transfer Shares. To exercise its Right of First Refusal, an Eligible Holder shall deliver an exercise notice to the Transferor and the Company indicating the number of Transfer Shares such Eligible Holder wishes to purchase within ten (10) Business Days after receipt of the First Transfer Notice (the “ROFR Exercise Period”).

An Eligible Holder’s “Pro Rata ROFR Share” shall mean that number equals to the number of Transfer Shares, multiplied by (i) the number of Ordinary Shares then held by such Eligible Holder (on an as-converted but otherwise non-diluted basis; for Starquest, the number of Ordinary Shares then held by Starquest shall include the number of Equity Securities then held by Starquest and Starquest’s Related Fund collectively) at the time of the Transfer Notice, divided by (ii) the total number of Ordinary Shares (on an as-converted but otherwise non-diluted basis) then held by all Eligible Holders at the time of the Transfer Notice.

(c) Re-allotment Notice of Transfer Shares. If any Eligible Holder fails to purchase its full Pro-Rata ROFR Share of the Transfer Shares within the ROFR Exercise Period, then, within five (5) Business Days after the expiration thereof, the Transferor shall send a written notice (the “Re-allotment Notice”) to each Eligible Holder who has fully exercised its Eligible Holder’s Right of First Refusal in accordance with Section 6.2(b) above (each, an “Exercising Eligible Holder”). Such Re-allotment Notice shall include all the information required in the Transfer Notice and shall additionally identify the portion of the Transfer Shares which Eligible Holders who are not Exercising Eligible Holders have

failed to purchase (the “Remaining Transfer Shares”).

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(d) Re-allotment of Transfer Shares. Each Exercising Eligible Holder shall have a re-allotment right to purchase all or any portion of the Remaining Transfer Shares on the terms and conditions set forth in the Re-allotment Notice. To exercise such re-allotment right with respect to the Remaining Transfer Shares, the Exercising Eligible Holder shall deliver to the Transferor and the Company an exercise notice (the “Re-allotment Exercise Notice”) indicating the additional number of Transfer Shares that it wishes to purchase within ten (10) Business Days after its receipt of the Re-allotment Notice (the “Re-allotment Exercise Period”). Within five (5) Business Days after the expiration of the Re-allotment Exercise Period, the Transferor shall give written notice to the Company and each Eligible Holder confirming and specifying the number of Transfer Shares that such Eligible Holder has elected to purchase (including any re-allotments) by exercising its Right of First Refusal pursuant to this Section 6.2 (the “Confirmation Notice”).

For the purpose of this Section 6.2(d), if the aggregate number of the Remaining Transfer Shares that all Exercising Eligible Holders have indicated a willingness to purchase in their Re-allotment Exercise Notices exceeds the total number of the Remaining Transfer Shares available for purchase, the Remaining Transfer Shares shall be allocated as necessary by the Transferor such that each Exercising Eligible Holder shall receive the lesser of (a) the number of the Remaining Transfer Shares specified in such Exercising Eligible Holder’s Re-allotment Exercise Notice, and (b) the product obtained by multiplying (i) the total number of the Remaining Transfer Shares available for purchase by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted but otherwise non-diluted basis) held by such Exercising Eligible Holder and the denominator of which is the total number of Ordinary Shares (on an as-converted but otherwise non-diluted basis) held by all the Exercising Eligible Holders.

(e) Consideration; Closing. If the purchase price of the Transfer Shares specified in the Transfer Notice is payable in property, services or other non-cash consideration, each Eligible Holder shall have the right to pay the purchase price in the form of cash equal in amount to the value of such non-cash consideration. If the Transferor and the Eligible Holder fail to agree on such cash value within ten (10) calendar days after the date on which the Eligible Holder exercises its Right of First Refusal pursuant to Section 6.2(b) above, the valuation shall be determined by the Board (including the written consents from the Investor Director Majority) in good faith. The closing of the purchase of the Transfer Shares by each electing Eligible Holder shall take place, and the consideration payable such Eligible Holder for the Transfer Shares shall have been delivered to the Transferor, by the later of (i) the intended closing date specified in the Transfer Notice; and (ii) ten (10) Business Days after delivery of the Confirmation Notice. If any Eligible Holder exercises its right of first refusal to purchase the Transfer Shares in accordance with this Section 6.2, then, upon the closing of the purchase of the Transfer Shares by the Eligible Holder, the Transferor will have no further rights as a holder of such Transfer Shares except the right to receive payment for such Transferor Shares from such Eligible Holder in accordance with the terms of this Agreement, and the Transferor will forthwith cause all certificate(s) evidencing such Transfer Shares to be surrendered to the Company or delivered to the relevant Eligible Holder.

(f) Sale to Prospective Transferee. Unless the Eligible Holders elect in the aggregate to purchase all of the Transfer Shares pursuant to this Section 6.2, the Transferor may, subject to Section 6.3, Transfer all the Transfer Shares that are not purchased by the Eligible Holders to the Prospective Transferee on the terms and conditions set forth in the First Transfer Notice, provided that (i) such sale is bona fide, (ii) the price for the sale to the Prospective Transferee is a price not less than the price set forth in the First Transfer Notice and the sale is otherwise on terms and conditions no less favorable to the Transferor than those set forth in the First Transfer Notice, (iii) the Prospective Transferee agrees not to conduct any business that is competing with the Principal Business, and (iv) the Transfer is made within 70 Business Days from the beginning of the Co–Sale Period (as defined below). If such a Transfer does not occur within such 70-Business-Day period for any reason, the restrictions provided for herein shall again become effective, and no Transfer of Equity Securities may be made by the Transferor thereafter without again making an offer to the Eligible Holders in accordance with this Sections 6.2 and Section 6.3.

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(a) Subject to Section 6.6, if any Transfer Shares subject to a Transfer are not purchased pursuant to Section 6.2 above and thereafter are to be sold to a Prospective Transferee in accordance with Section 6.2(f) (such Transfer Shares, the “Co-Sale Eligible Shares”), each Eligible Holder that has not exercised its rights under Section 6.2(b) (each an “Co-Sale Eligible Holder”) may elect to exercise its right (a “Right of Co-Sale”) and participate on a pro-rata basis in the Transfer on the same terms and conditions specified in the First Transfer Notice. To exercise its Right of Co-Sale, the Co-Sale Eligible Holder shall give the Transferor written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after receipt of the Confirmation Notice as provided in Section 6.2(d), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised the Right of Co-Sale.

(b) Each Co-Sale Eligible Holder, by exercising its Right of Co-Sale by delivering the written notice provided for above in Section 6.3(a) within the Co-Sale Period, may sell up to such number of Shares held by such Co-Sale Eligible Holder that equals (i) the aggregate number of Co-Sale Eligible Shares, multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares held by such Co-Sale Eligible Holder (on an as-converted but otherwise non-diluted basis) at the time of the First Transfer Notice (for Starquest, the number of Ordinary Shares then held by Starquest shall include the number of Equity Securities then held by Starquest and Starquest’s Related Fund collectively) and the denominator of which is (x) the total number of Ordinary Shares held by all Co-Sale Eligible Holders at the time of Transfer Notice (on an as-converted but otherwise non-diluted basis), plus (y) the number of Ordinary Shares held by the Transferor (on an as-converted but otherwise non-diluted basis). To the extent that one or more of the Co-Sale Eligible Holders exercises such Right of Co-Sale in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Transfer shall be correspondingly reduced. Notwithstanding anything to the contrary in this Section 6.3, if as a result of any Transfer of the Equity Securities by the Transferor, (i) the then outstanding Shares of the Company directly or indirectly held by the Founder collectively will be less than any other shareholder of the Company, and (ii) the number of Directors nominated by the holders of Ordinary Shares will represent less than fifty percent (50%) of the Directors on the Board, each Co-sale Eligible Holder shall be entitled to elect to participate in the Transfer by selling all the Equity Securities it then holds, provided that, to the extent such Transfer constitutes a Liquidation Event, any proceeds from such Transfer shall be distributed to the Parties in accordance with Section 7.12 of this Agreement and section 2 of schedule A of the Restated Articles.

(c) The consummation of the sale of the Co-Sale Eligible Shares (subject to any adjustment to be made pursuant to this Section 6.3) by the Transferor, and the consummation of the sale of the Shares by any Co-Sale Eligible Holder pursuant to the exercise of the Right of Co-Sale, shall occur simultaneously within twenty-five (25) calendar days from the beginning of the Co–Sale Period (the “Co-Sale Closing”). For the avoidance of doubt, the Right of Co–Sale shall not apply with respect to Transfer Shares sold or to be sold to the Company and/or the Eligible Holders pursuant to the exercise of the Right of First Refusal in Section 6.2.

(d) A Co-Sale Eligible Holder shall effect its participation in the Transfer by delivering to the Transferor, at or prior to the Co-Sale Closing, a signed instrument of transfer and one or more share certificates, properly endorsed for transfer to the Prospective Transferee, representing:

(i) the number of Equity Securities that such Eligible Holder elects to sell in the Transfer; or

(ii) the number of Preferred Shares that are at such time convertible into the number of Ordinary Shares (calculated on an as-converted basis) that such Eligible Holder elects to sell in the Transfer; provided, however, that if the Prospective Transferee objects to the delivery of

convertible Preferred Shares in lieu of the Ordinary Shares, such Eligible Holder shall first convert the Preferred Shares into Ordinary Shares and deliver such Ordinary Shares as provided above. The Company agrees to make any such conversion in accordance with the Restated Articles.

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(e) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such transaction provided that, a Co-Sale Eligible Holder shall not be obligated in connection with any such Transfer which would trigger a change of Control of the Company (i) to pay any amount with respect to any liabilities arising from the representations and warranties severally made by it in excess of its share of the total consideration paid by the Prospective Transferee, or (ii) to make any representation or warranties concerning the business or assets of the Group or any Group Company.

(f) The register of members of the Company will be updated upon consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the First Transfer Notice and the relevant purchase and sale agreement, and the Transferor shall concurrently therewith remit to each Co-Sale Eligible Holder the portion of the sale proceeds to which such Co-Sale Eligible Holder is entitled pursuant to the exercise of its Right of Co-Sale. If the Prospective Transferee refuse(s) to purchase any Equity Securities from any Co-Sale Eligible Holder exercising its Right of Co-Sale hereunder, the Transferor shall not sell any Transfer Shares to such Prospective Transferee, unless and until, simultaneously with such sale, such Transferor purchases all such Equity Securities from the relevant Co-Sale Eligible Holder.

The exercise or election not to exercise any right by any holder of the Preferred Shares hereunder shall not adversely affect its right to participate in any other sales of Transfer Shares in accordance with this Section 6.

Any Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the Parties hereto agree that any non-breaching Party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of shares not made in strict compliance with this Agreement).

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6.1, Section 6.2, Section 6.3 and Section 6.4 shall not apply: (i) to a repurchase of the Equity Securities from a Transferor by the Company pursuant to the Share Restriction Agreement; (ii) to any Transfer by the Founder to a trust controlled by the Founder for the benefit of the Founder or any of the Founder’s wholly owned entities or his spouse and lineal descendants (whether natural or adopted), brother, sister, parent for bona fide estate planning purposes, provided that such Transfer will not result in the occurrence of any Liquidation Event or otherwise resulting in a change of Control of the Company or otherwise having a material adverse effect on an initial public offering by the Company; and (iii) the sale of any Equity Securities to the public in a Qualified IPO, provided that for the foregoing subsections (i), (ii) and (iii), (x) adequate documentation therefor is provided to the Investors and that any such transferee agrees in writing to be bound by this Agreement in place of the relevant Transferor and assumes the obligations of the Transferor under the Transaction Documents; and (y) such Transfer is effected in compliance with all applicable laws, including any requirement for the Transferee or assignee to make any required filings with the SAFE pursuant to applicable SAFE Rules and Regulations; provided further that for the foregoing subsection (ii), the Founder shall remain liable for all his obligations under the Transaction Documents.

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The provisions of this Section 6 shall terminate upon the consummation of the Company’s Qualified IPO, provided that Section 6.1(d) shall also terminate upon consummation of Liquidation Event.

As of the Closing, the Group Companies shall have established a share incentive option plan (the “ESOP”), under which the Company shall have issued not more than 455,659 Ordinary Shares for issuance to officers, directors, employees and consultants of the Company. Unless approved by the Investor Director Majority, all Key Employees, research and technical employees, officers, directors and consultants of the Company who shall purchase, or receive options to purchase, Shares of the Company under the ESOP shall be required to execute share purchase or option agreements or grant notice providing for (i) vesting of Shares or options over not less than a four-year period with the first fifty percent (50%) of such Shares or options being vested on the second year following two (2) years of continued employment or services, and the remaining Shares or options being vested annually in the following two (2) years thereafter; and (ii) a one-hundred eighty (180) day lockup period following consummation of the Company’s IPO. Without prejudice to the rights of the Investors hereunder, the Company or the entity holding the Shares reserved under the ESOP shall retain a “right of first refusal” with respect to any Transfer of Shares or options issued under the ESOP by any grantee thereof until consummation the Company’s IPO and the right to repurchase unvested Shares or options at cost.

(a) Matters Requiring the Approval of the Preferred Shareholders. So long as there are any Preferred Shares outstanding, in addition to any other vote or consent required elsewhere in this Agreement, the Restated Articles or by any applicable Law, each of the Company and the Group Companies (where applicable) hereby undertakes to each holder of Preferred Shares that it shall not, and the Founder and the Founder Holdco shall cause it not to, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, without the approval of the Investor Majority in advance (for these purposes, references to any action in this Section 7.2(a) shall mean the action of the Company and/or any Group Company), take any action that effects or approves the following transactions, provided that, for the avoidance of doubt, where any act listed in this Section 7.2 requires a special or ordinary resolution of the Shareholders in accordance with the Company Law, and if the Shareholders vote in favor of such act not in accordance with this provision, each holder of Preferred Shares who votes against such act at a meeting of the Shareholders shall have ten (10) times the number of votes of each Shareholder who voted in favor of such act; provided further that (i) for the matters set out in subsections (v) and (vi) below to the extent such action would reasonably be expected to change the rights, preference and privilege of the Series B Preferred Shares, such approval of the Investor Majority shall include the approval of the holder(s) of the majority of the Series B Preferred Shares; (ii) for the matters set out in subsections (v) and (vi) below to the extent such action would reasonably be expected to change the rights, preference and privilege of the Series B2 Preferred Shares, such approval of the Investor Majority shall include the approval of the holder(s) of the majority of the Series B2 Preferred Shares; (iii) for the matters set out in subsections (v) and (vi) below to the extent such action would reasonably be expected to change the rights, preference and privilege of the Series B3 Preferred Shares, such approval of the Investor Majority shall include the approval of the holder(s) of the majority of the Series B3 Preferred Shares; (iv) for the matters set out in subsections (v) and (vi) below to the extent such action would reasonably be expected to change the rights, preference and privilege of the Series B4 Preferred Shares, such approval of the Investor Majority shall include the approval of the majority of the holders of the Series B4 Preferred Shares (which shall include Starquest), (v) for the matters set out in subsections (v) and (vi) below to the extent such action would reasonably be expected to change the rights, preference and privilege of the Series C1 Preferred Shares, such approval of the Investor Majority shall include the approval of the holder(s) of the majority of the Series C1 Preferred Shares, (vi) for the matters set out in subsections (v), (vi), (xiii) and (xvii) below to the extent such action would reasonably be expected to change the rights, preference and privilege of the Series D Preferred Shares, such approval of the Investor Majority shall include the approval of the holder(s) of the majority of the Series D Preferred Shares, (vii) for the matters set out in subsections (v), (vi), (xiii) and (xvii) below to the extent such action would reasonably be expected to change the rights, preference and privilege of the Series D+ Preferred Shares, such approval of the Investor Majority shall include the approval of the holder(s) of the majority of the Series D+ Preferred Shares:

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(i) increase, reduce or cancel the authorized share capital or authorized number of any series of shares or increase issued share capital of the Group Companies, or create, authorize the creation of, issue, allot or purchase any shares, debenture or Equity Securities convertible into or carrying a right of subscription in respect of Equity Securities of the Group Companies, or grant or issue any options rights or warrants or which may require the issue of shares of the Group Companies in the future, or do any act which has the effect of diluting or reducing the effective shareholding of the Investors in the Company, excluding (i) any issuance of new shares of Ordinary Shares upon conversion of the Preferred Shares, (ii) any issuance of the Ordinary Shares to persons or entities with which the Company has strategic business relationships (as approved by the Board, including the affirmative votes of Investor Director Majority), (iii) issuance of Ordinary Shares in connection with any share split, share dividend, combination, recapitalization or other similar transaction of the Company, (vi) issuance of Ordinary Shares (or options or warrants therefor) under the employee stock option plan of the Company, or for any bona fide acquisition of the Equity Securities or assets of any other Person or any equipment financing, in each case as approved by the Board of the Company (including the affirmative vote of Investor Director Majority) or the Shareholders in accordance with this Section 7.2;

(ii) repurchase, redeem or retire any shares of Ordinary Shares of a Group Company (other than (x) waived by employees pursuant to the employee stock option plan of the Company or other employment related equity incentive agreements giving the Company the right to repurchase shares upon the termination of employment; and (y) pursuant to the redemption rights available to the holders of Preferred Shares under the Restated Articles);

(iii) conduct any action that allows, reclassifies, authorizes, creates or issues shares of any class of stock having rights, preferences or privileges superior to or on parity with the Preferred Shares;

(iv) effect any merger, spin-off, consolidation, share acquisition, scheme of arrangement, other corporate reorganization or any transaction or series of transactions of similar effect;

(v) change the rights, preferences and privileges of, or the restrictions provided for the benefit of, the Preferred Shares, provided that the issuance of any class of shares with superior right in bona fide equity financing(s) of the Company which implies a higher valuation of the Company than the implied valuation of the highest Original Issue Price of all Preferred Shares in issue prior to such bona fide equity financing and is duly approved in accordance with this Agreement shall not be a change of the rights, preferences and privileges of, or the restrictions provided for the benefit of, the Preferred Shares contemplated under this Section 7.2(a)(v);

(vi) amend, alter, repeal or waive any provisions of the Restated Articles or any Constitutional Document of any Group Company (other than such revision that does not have an adverse effect on the rights, preferences and privilege of any Preferred Shares or Investor, provided that the issuance of any class of shares with superior right in bona fide equity financing(s) of the Company which implies a higher valuation of the Company than the implied valuation of the highest Original Issue Price of all Preferred Shares in issue prior to such bona fide equity financing and is duly approved in accordance with this Agreement shall not be an “adverse effect” under this Section 7.2(a)(vi));

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(vii) appoint a receiver, administrator or other form of external manager for the liquidation or dissolution or winding up of, liquidate, dissolve or wind-up the affairs of, a Group Company, effect any Liquidation Event, or pass any resolution of the directors or the shareholders in respect thereof;

(viii) create or authorize the creation or issuance of any non-convertible debt securities (other than equipment leases or bank lines of credit) unless such debt security has received the prior approval of the Board, including the approval of the Investor Director Majority;

(ix) increase or decrease the number of directors of the Board or the Subsidiary Boards;

(x) appoint, change or remove the accounting firm and/or auditors of the any Group Company, or materially change the accounting and financial policies of any Group Company;

(xi) adopt, amend, terminate or implement the employee stock option plan of the Company or any other equity incentive, purchase or participation plan for the benefit of employees, officers, directors, contractors, advisors or consultants of a Group Company, and amend any terms and conditions thereof or reserve additional number of Ordinary Shares for issuance under the employee stock option plan of the Company or any other equity incentive, purchase or participation plan for the benefit of employees, officers, directors, contractors, advisors or consultants of a Group Company;

(xii) change the equity ownership of a Group Company (other than any Transfer made pursuant to this Agreement and the Restated Articles);

(xiii) initiate IPO of a Group Company (including but not limited to the stock exchange, timing, and valuation of the IPO), except the initiation and consummation of a Qualified IPO of the Company;

(xiv) acquire or make any investment or incur any commitment other than investments in prime commercial paper, money market funds, certificates of deposit in any international bank having a net worth not in excess of US$5,000,000 at any time in respect of any one transaction and not in excess of US$10,000,000 at any time in related transactions in any financial year of the Group Companies or guaranteed by the United States of America or other sovereign government, in each case having a maturity not in excess of two (2) years;

(xv) sell, transfer, license, pledge, encumber or dispose of the whole or a substantial part of the undertaking goodwill or the assets or property of the Group Companies, or the technology or intellectual property other than non-exclusive licenses granted in the ordinary course of business of a Group Company, with such disposed assets or property with an amount in excess of US$6,000,000 in aggregate in any financial year;

(xvi) change the Principal Business, the business scope or business activities of the Group Companies, enter into new lines of business, cease to conduct or carry on or exit the lines of business of the Group Companies substantially as now conducted;

(xvii) initiate any Trade Sale (as defined in the Restated Articles) that values the Ordinary Shares (on an as-converted basis) of the Company at a price per share that is less than 1.23x the Original Series D+ Issue Price (as defined in the Restated Articles); and

(xviii) authorize, agree or undertake to do any of the foregoing by any Group Company.

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(b) Matters Requiring the Approval of the Investor Directors. In addition to any other vote or consent required elsewhere in this Agreement, the Restated Articles or by any applicable Law, each of the Company and the Group Companies hereby undertakes to each holder of Preferred Shares that it shall not, and the Founder and the Founder Holdco shall cause it not to, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, without the approval of the Investor Director Majority in advance (for these purposes, references to any action in this Section 7.2(b) shall mean the action of the Company and/or any Group Company), take any action that effects or approves the following transactions, provided that the matter set out in subsection (v) below shall not be approved without the prior written consent of (x) the holder(s) of the majority of the Series B Preferred Shares, (y) the holder(s) of the majority of the Series B2 Preferred Shares, (z) the holder(s) of the majority of the Series B3 Preferred Shares, (xx) the holder(s) of the majority of the Series B4 Preferred Shares (which shall include Starquest), (yy) the holder(s) of the majority of the Series C1 Preferred Shares, and (zz) the holder(s) of majority of the Series D Preferred Shares, and (xxx) the holder(s) of majority of the Series D+ Preferred Shares:

(i) approval or amend the annual budget or business plan of any Group Company (including the Budget);

(ii) make any loan or advance to, or own any stock or other Equity Securities of, any Affiliates of a Group Company or other corporation, partnership, equity joint venture, or other entities in excess of US$5,000,000 in a single transaction or a series of transactions unless it is wholly owned by a Group Company;

(iii) make any loan or advance to any natural person, including employee or director, in excess of US$1,500,000 in a single transaction or a series of transactions, except advances and similar expenditures in the ordinary course of business or under the terms of the employee stock option plan of the Company approved by the Board;

(iv) provide guarantee for any indebtedness, or create, allow to arise or issue any debenture constituting a pledge, lien or charge (whether by way of fixed or floating change, mortgage Encumbrance or other security) on all or any of the undertaking, assets, Equity Securities or rights of a Group Company, except for trade accounts of the Group Companies arising in the ordinary course of business and for the purpose of securing borrowings from banks or other financial institutions in the ordinary course of business not exceeding US$8,000,000 (or its equivalent in other currency or currencies) in a single transaction and not in excess of US$16,000,000 in a series of transactions;

(v) pay or declare any dividends on any shares of the Ordinary Shares or Preferred Shares, and declare or make any distribution of profits amongst the shareholders of the Group Companies by way of dividend, (interim and final) capitalization of reserves or otherwise;

(vi) appoint or remove, or change or settle the terms of appointment and compensation of chairman, chief executive officer, chief financial officer, chief operating officer, chief technology officer, of a Group Company, including approving any option plans;

(vii) incur any indebtedness in excess of US$3,000,000 in a single transaction or a series of transactions that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business and the borrowing from financial institutions for the purposes of ordinary business operations of the Group Companies;

(viii) enter into or be a party to, or approve or make adjustments or modifications to terms of, transactions, agreements or understandings involving the interest of any director, officer, employee or shareholder of the Group Companies or any Affiliate of any such Person, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director, officer, employee or shareholder of the Group Companies or any Affiliate of any such Person, other than transactions resulting in payments to or by any Group Company in an aggregate amount of less than US$1,500,000 per year that are made in the ordinary and usual course of business, pursuant to reasonable requirements of such Group Company’s business and upon fair, reasonable and arm’s length terms that are approved by the Directors holding a majority of the votes of the Board;

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(ix) conduct any monthly capital expenditure with an amount in excess of US$8,000,000 that is not already included in a Board-approved budget;

(x) purchase or dispose of any assets or businesses with an amount in excess of US$8,000,000 in a single transaction or a series of transactions;

(xi) approve any investment in the Equity Securities in any third party with an amount in excess of US$8,000,000;

(xii) approve any transaction or series of transactions or any arrangement of exclusivity (including but not limited to the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) in excess of US$8,000,000 except for the transactions made in the ordinary course of business;

(xiii) initiate or settle litigation or arbitration with an amount in excess of US$5,000,000 in a single case or a series of related cases;

(xiv) the creation, issuance, sale or sponsorship of any cryptocurrency, decentralized application tokens, protocol tokens, blockchain-based assets or other cryptofinance coins, tokens or similar digital assets; the creation, operation any kind of online, electronic or website platform or system of such digital assets, tools or applications (except for any digital currency or similar currency issued by banks of various countries); and

(xv) authorize, agree or undertake to do any of the foregoing by any Group Company or any of such Group Company’s direct or indirect subsidiaries.

(c) For the avoidance of doubt, any provision under this Section 7.2 shall in no case limit (1) the issuance of Ordinary Shares issued upon conversion of the Preferred Shares, (2) any share redemption in accordance with Section 7.13 or the Restated Articles, (3) the issuance of any Equity Securities to any Investor or any of its Affiliates pursuant to the exercise of the right of first offer as set out in Section 4, (4) the delivery of any information by any Group Company to any Investor in accordance with Section 3, (5) the purchase or sale of any Equity Securities by any Investor pursuant to the Right of First Refusal or Right of Co-Sale, (6) the exercise of the Qualified Competitor Transfer ROFR by the Company or any other Person designated by the Company in accordance with Section 6.1(d), (7) the payment of any liquidation preference amount to any Shareholder in accordance with Section 7.12 or the Restated Articles, (8) the grant of any most favorable nation treatment to any Investor pursuant to Section 7.3, or (9) the consummation of a Qualified IPO of the Company.

Each of the Warrantors jointly and severally undertakes to each Series D+ Investor that, save for the director appointment right under Section 5.1, any other right, privilege or protection granted to the Series D+ Investors shall be no less favorable than with those granted to, or will be granted to, the existing shareholders of each of the Group Companies as well as any other Series D+ Investor.

Each of the Warrantors jointly and severally undertakes to each Series D Investor that, save for the director appointment right under Section 5.1, any other right, privilege or protection granted to the Series D Investors shall be no less favorable than with those granted to, or will be granted to, the existing shareholders of each of the Group Companies as well as any other Series D Investor.

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Each of the Warrantors jointly and severally undertakes to each Series C1 Investor that any right, privilege or protection granted to the Series C1 Investors shall be no less favorable than with those granted to, or will be granted to, the existing shareholders of each of the Group Companies as well as any other Series C1 Investor, unless otherwise expressly provided in the Transaction Documents (which, for the purposes of this paragraph shall only include the Series C1 Purchase Agreements, this Agreement and the Restated Articles).

Subject to the terms and conditions set forth under the Transaction Documents, the Warrantors jointly and severally undertake to each Series B4 Investor that any right, privilege or protection granted to the Series B4 Investors shall be no less favorable than with those granted to the existing shareholders of each of the Group Companies as well as any other Series B4 Investor as of the date of “Closing” as defined under the Series B4 Share Purchase Agreement unless otherwise provided in the Transaction Documents.

Subject to the terms and conditions set forth under the Transaction Documents, the Warrantors jointly and severally undertake to each Series B3 Investor that any right, privilege or protection granted to the Series B3 Investors shall be no less favorable than with those granted to the existing shareholders of each of the Group Companies as well as any other Series B3 Investor as of the date of “Closing” as defined under the Series B3 Share Purchase Agreement unless otherwise provided in the Transaction Documents.

Subject to the terms and conditions set forth under the Transaction Documents, the Warrantors jointly and severally undertake to the Series B2 Investor that any right, privilege or protection granted to the Series B2 Investor shall be no less favorable than with those granted to the existing shareholders of each of the Group Companies as of the date of “Closing” as defined under the Series B2 Share Purchase Agreement unless otherwise provided in the Transaction Documents.

(a) The Founder hereby covenants and undertakes that he shall, and each other Warrantor shall cause each of the Founder and the Key Employees to, devote their full working time and attention to the business of the Group Companies during their respective employment with the Group Companies. The Founder shall, and each other Warrantor shall cause each of the Founder and the Key Employees to, use their best efforts to develop the business and care for the interests of the Group Companies. The Founder hereby further covenants and undertakes that, unless conducted through the Group Companies or upon the prior written consents of the Investors, during the period when he or any of the Key Employees is holding any office in and/or directly or indirectly holds any Equity Securities in any of the Group Companies and for a further period of twenty-four (24) months thereafter, he shall not, and cause the Key Employees not to, directly or indirectly through any Person, own, manage, be engaged in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation, or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that competes, or reasonably be expected to compete, with the Principal Business of the Group Companies. The Founder expressly agrees that the undertakings and limitations set forth in this Section 7.4(a) are reasonably tailored and reasonably necessary in light of the circumstances. Furthermore, if any part of this Section 7.4(a) is more restrictive than permitted by the Laws of any jurisdiction in which a Party seeks enforcement thereof, then such part will be severed and this Section 7.4(a) shall be enforced to the maximum extent permitted by Law.

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(b) The Founder further covenants and undertakes that, during the period when he is holding any office in and/or directly or indirectly holds any Equity Securities in any of the Group Companies and for a further period of twenty-four (24) months thereafter, he shall not, and shall cause the Key Employees not to, cause, solicit, induce or encourage any employees of the Group Companies to leave such employment or hire, employ or otherwise engage any such individual, or cause, induce or encourage any actual or prospective client, customer, supplier, licensee or licensor of the Group Companies or any other Person who has a material business relationship with the Group Companies, to terminate or modify to the detriment of the Group Companies its/his business relationship with any Group Company.

All of the Founder, the Key Employees and other members of senior management of the Group Companies shall have entered into (i) an employment agreement and a non-disclosure and proprietary rights assignment agreement and (ii) a Letter of Commitment and Non-Compete providing at least a two-year post-employment non-compete, no-hire and non-solicitation obligations.

The Group Companies shall, and the Founder shall cause the Group Companies to, enter into (i) an employment agreement and a non-disclosure and proprietary rights assignment agreement and (ii) a Letter of Commitment and Non-Compete providing at least a two-year post-employment non-compete, no-hire and non-solicitation obligations, in substantially the same form and substance of the similar documents entered into with the Key Employees and other existing members of senior management of the Group Companies, with any future member of senior management of the Group Companies, promptly after such person becomes an employee of any Group Company.

Except as otherwise required by Law or as set forth in the Restated Articles, (i) the holder of any Ordinary Shares issued and outstanding shall have one (1) vote for each Ordinary Share held by such holder, and (ii) the holder of any Preferred Share shall be entitled to the number of votes equal to the number of Ordinary Shares into which such Preferred Share could be converted at the record date for determination of the Shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of Shareholders is solicited, such votes to be counted together with all other Equity Securities of the Company having general voting power and not a separate class except as provided under Section 7.1 of this Agreement, in the Transaction Documents or as required by Laws.

Each Group Company covenants and undertakes that it shall not and the other Warrantors shall cause the Group Companies not to (and shall not permit any of its Subsidiaries or Affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), in each case, in violation of the FCPA, the United Kingdom Bribery Act 2010 (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law. Each Group Company further covenants and undertakes that it shall (and shall cause each of its Subsidiaries and Affiliates to) cease all of its or their respective activities, as well as remediate any actions taken by any Group Company, its Subsidiaries or Affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. Each Group Company further covenants and undertakes that it shall and shall cause each of its Subsidiaries and Affiliates to maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. Each Group Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with the FCPA, the U.K. Bribery Act, or any other applicable anti- bribery or anti-corruption law.

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Without the written consent of Sequoia, the Group Companies, their shareholders (excluding Sequoia), and the Founder, shall not use the name or brand of Sequoia or its Affiliate, claim itself as a partner of Sequoia or its Affiliate and make any similar representations. Without the written consent of Sequoia, the Group Companies, their shareholders (excluding Sequoia), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Sequoia’s subscription of Equity Securities of the Company.

Without the written consent of Tiger, the Group Companies, their shareholders (excluding Tiger), and the Founder, shall not use the name or brand of “Tiger”, “老虎”, “老虎环球” or its Affiliate, claim itself as a partner of Tiger or its Affiliate and make any similar representations. Without the written consent of Tiger, the Group Companies, their shareholders (excluding Tiger), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Tiger’s subscription of Equity Securities of the Company.

Without the written consent of Gaorong, the Group Companies, their shareholders (excluding Gaorong), and the Founder, shall not use the name or brand of Gaorong or its Affiliate, claim itself as a partner of Gaorong or its Affiliate and make any similar representations. Without the written consent of Gaorong, the Group Companies, their shareholders (excluding Gaorong), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Gaorong’s subscription of Equity Securities of the Company.

Without the written consent of CMC, the Group Companies, their shareholders (excluding CMC), and the Founder and their respective Affiliates, shall not use the name or brand of CMC or its Affiliate, claim itself as a partner of CMC or its Affiliate and make any similar representations. Without the written consent of CMC, the Group Companies, their shareholders (excluding CMC), and the Founder and their respective Affiliates, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or CMC’s subscription of Equity Securities of the Company.

Without the written consent of Ocean Link, the Group Companies, their shareholders (excluding Ocean Link), and the Founder, shall not use the name or brand of Ocean Link or “鸥翎” or that of any Affiliate of Ocean Link, claim itself as a partner of Ocean Link or its Affiliate and make any similar representations. Without the written consent of Ocean Link, the Group Companies, their shareholders (excluding Ocean Link), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Ocean Link’s subscription of Equity Securities of the Company.

Without the written consent of Skycus, the Group Companies, their shareholders (excluding Skycus), and the Founder, shall not use the name or brand of Skycus or that of any Affiliate of Skycus, claim itself as a partner of Skycus or its Affiliate and make any similar representations. Without the written consent of Skycus, the Group Companies, their shareholders (excluding Skycus), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Skycus’s subscription of Equity Securities of the Company.

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Without the written consent of Starquest, the Group Companies, their shareholders (excluding Starquest), and the Founder, shall not use the name or brand of Starquest or its Affiliate, claim itself as a partner of Starquest or its Affiliate and make any similar representations. Without the written consent of Starquest, the Group Companies, their shareholders (excluding Starquest), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Starquest’s subscription of Equity Securities of the Company.

Without the written consent of Qiming, the Group Companies, their shareholders (excluding Qiming), and the Founder, shall not use the name or brand of Qiming or “启明” or that of any Affiliate of Qiming, claim itself as a partner of Qiming or its Affiliate and make any similar representations. Without the written consent of Qiming, the Group Companies, their shareholders (excluding Qiming), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Qiming’s subscription of Equity Securities of the Company.

Without the written consent of GA, the Group Companies, their shareholders (excluding GA), the Founder and their respective Affiliates, shall not use the name or brand of GA or its Affiliates, claim itself as a partner of GA or its Affiliates and make any similar representations. Without the written consent of GA, the Group Companies, their shareholders (excluding GA), the Founder and their respective Affiliates, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or GA’s subscription of Equity Securities of the Company.

Without the written consent of Hony, the Group Companies, their shareholders (excluding Hony), and the Founder, shall not use the name or brand of Hony or “弘毅” or that of any Affiliate of Hony claim itself as a partner of Hony or its Affiliate and make any similar representations. Without the written consent of Hony, the Group Companies, their shareholders (excluding Hony), and the Founder, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Hony’s subscription of Equity Securities of the Company.

Without the written consent of Coatue, the Group Companies, their shareholders (excluding Coatue), and the Founder and their respective Affiliates, shall not use the name or brand of Coatue or its Affiliate, claim itself as a partner of Coatue or its Affiliate and make any similar representations. Without the written consent of Coatue, the Group Companies, their shareholders (excluding Coatue), and the Founder and their respective Affiliates, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Coatue’s subscription of Equity Securities of the Company.

Without the written consent of AMF-4, the Group Companies, their shareholders (excluding AMF-4), and the Founder and their respective Affiliates, shall not use the name or brand of AMF-4 or any of its Affiliates (including, without limitation, Aspex Management (HK) Limited), claim itself as a partner of AMF-4 or any of its Affiliates and make any similar representations. Without the written consent of AMF-4, the Group Companies, their shareholders (excluding AMF-4), and the Founder and their respective Affiliates, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or AMF-4’s subscription of Equity Securities of the Company.

Without the written consent of DST Global, the Group Companies, their shareholders (excluding DST Global), and the Founder and their respective Affiliates, shall not use the name or brand of DST Global or its Affiliate, claim itself as a partner of DST Global or its Affiliate and make any similar representations. Without the written consent of DST Global, the Group Companies, their shareholders (excluding DST Global), and the Founder and their respective Affiliates, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of the Shareholders’ Agreement or DST Global’s subscription of Equity Securities of the Company.

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Without the prior written consent of SVF in each instance, the Group Companies, their shareholders (excluding SVF), and the Founder and their respective Affiliates, shall not (a) use in advertising, publicity, or otherwise the name of SoftBank Group, Softbank Vision Fund II-2 L.P. or any of their affiliates (collectively or any member thereof, as the context requires, “SoftBank”), or any partner or employee of an Affiliate of SoftBank, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by SoftBank or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by SoftBank or an Affiliate of SoftBank. The Company further agrees that it shall obtain the written consent from SoftBank prior to the Company’s issuance of any public statement expressly detailing any information hereunder.

Without the prior written consent of Boyu, the Company shall not, and shall procure the Group Companies not to use, publish, reproduce, or refer to the name of Boyu, its affiliates and/or controlling persons, or the name “博裕”, “博裕资本”, “Boyu”, “Boyu Capital” or any of its derivatives in English, or any translation thereof in any other language, or use the Chinese expression or any similar name, trademark or logo in any discussion, documents, materials, press release, media, and other means, including without limitation for marketing, public announcement concerning investment, business relationship or involvement or other purposes. The Company agrees to indemnify Boyu for money damages or equitable relief in the event of a breach of this Section 7.9 by the Company or the Group Companies.

The Founder and any other Person who is required to comply with the SAFE Rules and Regulations shall, and each of the other Warrantors shall cause them to, at the expense of such Founder or such other Person, fully comply with all requirements of the PRC Governmental Authorities with respect to his/her direct or indirect holding of Equity Securities in the Founder Holdco, the Company, the BVI Co and the HK Co on a continuing basis (including, but not limited to, all reporting and updating obligations imposed by and all Consent required by the SAFE Rules and Regulations and the PRC Governmental Authorities in connection therewith).

Each Group Company shall, and the Founder and the Founder Holdco shall, cause the Group Companies to, comply with applicable Laws and regulations in all material respects on a continuing basis, including without limitation compliance with the applicable Laws regarding foreign investments, corporate registration and filing, foreign exchange, advertisement, telecommunication and e-commerce, intellectual property rights, Taxation, labor and social welfare, welfare funds, insurance and pensions or the like, and the Anti-Corruption Laws. Each Group Company shall, and the Founder and the Founder Holdco shall, cause the Group Companies to, at all times maintain the necessarily required governmental permits or licenses required to conduct the Principal Business and any other business conducted by the Group Companies at any given time, and shall not permit any Group Company to conduct any business for which it does not have the appropriate governmental permits or licenses.

(a) Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company or any Liquidation Event, whether voluntary or involuntary:

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(b) Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the shareholders of the Company upon any liquidation, dissolution, or winding up of the Company or any Liquidation Event shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring Person. If the amount deemed paid or distributed under this Section 7.12(b) is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined in good faith by the Board (including the affirmative votes of the Investor Director Majority). Any securities not subjected to investment letter or similar restrictions on free marketability shall be valued as follows:

The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in paragraphs (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the Board (including the affirmative votes of the Investor Director Majority), or by a liquidator if one is appointed.

The Investor Majority shall have the right to challenge any determination by the Board of fair market value pursuant to this Section 7.12(b), in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne by the Company.

(c) Allocation of Escrow or Contingent Consideration. In the event of any liquidation, dissolution, or winding up of the Company or a Liquidation Event, if any portion of the consideration payable to the shareholders of the Company is placed into escrow, the relevant acquisition agreement shall provide that (i) the portion of such consideration that is placed in escrow shall be allocated among the holders of shares of the Company pro rata based on the amount of such consideration payable to each shareholder (such that each shareholder has the same percentage of the total consideration payable to it placed into escrow), and (ii) the portion of such consideration that is not placed in escrow shall be allocated among the holders of shares of the Company, in accordance with Section 7.12(a) as if the total consideration payable to the shareholders of the Company, without deduction for the escrowed amount, were being paid to the shareholders of the Company. In the event of any liquidation, dissolution, or winding up of the Company or a Liquidation Event, to the extent the amount of consideration or proceeds received by any Party exceeds such amount that it is entitled to receive pursuant to Section 7.12(a), such Party shall pay over any such excess amount to the relevant other Parties to the effect that the relevant consideration or proceeds are distributed or allocated in accordance with Section 7.12(a).

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(a) Subject to the provisions of the Restated Articles, shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by resolution determine. For the avoidance of doubt, notwithstanding anything to the contrary herein or under any other Transaction Document, no Preferred Share may be redeemed by the Company without the prior written consent of the holder thereof.

(b) Subject to the provisions of the Restated Articles, the Company may purchase its own shares (including fractions of a share), including any redeemable shares, provided that the manner of purchase has first been authorized by the Company in general meeting (unless the redemption is in respect of the Preferred Shares in accordance with the provisions of this Agreement and Restated Articles) and may make payment therefor in any manner authorized by the Companies Act (as amended) of the Cayman Islands (as amended from time to time), including out of capital.

(c) Notwithstanding any provisions to the contrary in the Restated Articles, the Preferred Shares shall be redeemable as provided herein:

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Without prejudice to the preceding paragraph, if the Group Companies fail to fulfil the redemption obligations pursuant to this Section 7.13, the holders of the Preferred Shares shall have the right to request the Founder and the Founder Holdco to, jointly and severally, fulfil the redemption obligations of the Group Companies pursuant to this Section 7.13 to the extent the Redemption Price is not paid or fully paid to the holders of the Preferred Shares as soon as reasonably practicable and in no event later than thirty (30) Business Days after the request is made by the holder of the Preferred Shares. Notwithstanding the foregoing, the liabilities of the Founder with respect to its redemption obligation under this Section 7.13 shall be limited to the fair market value of the Equity Securities of the Group Companies directly or indirectly held by BigRain Holding Limited (“BigRain”) and any other Equity Securities of the Company held by the Founder or any Person directly or indirectly Controlled by the Founder (which shall include any permitted transferees under Section 6.6 (ii)), which were issued to the Founder or such Person directly or indirectly Controlled by the Founder at no consideration or par value or the lowest value permitted under the applicable Laws, and, for the avoidance of doubt and notwithstanding anything to the contrary, shall include any Equity Securities granted to the Founder or the Founder Holdco from (i) the 70,033 Ordinary Shares reserved under the ESOP on May 7, 2019; (ii) the 226,682 Ordinary Shares reserved under the ESOP on April 3, 2020; and (iii) any future Equity Securities of the Company to be reserved under the ESOP or any other equity incentive plan (and its equivalent) to be implemented by the Company in the future from time to time (collectively, the “Included Founder Assets”) (which shall be determined as if no Redemption Event had occurred for such purposes), provided that (x) any Equity Securities of the Group Companies directly or indirectly held by BigRain directly or indirectly transferred or disposed in violation of the Transaction Documents and the proceeds of such transaction shall be included in the Included Founder Assets, (y) the Founder shall guarantee that any Affiliate of BigRain as assignee in the case of any direct or indirect transfer or disposal of the Equity Securities held by BigRain shall undertake the indemnification obligations hereof, and (z) any other Equity Securities of the Group Companies and interests which should belong to BigRain arising out of restructuring, share split, share dividends, share swap and other similar events shall be included in the Included Founder Assets. Save for the Included Founder Assets, none of the other Equity Securities of the Company directly or indirectly held by the Founder, proceeds received by the Founder from transferring or otherwise disposing of the Ordinary Shares and/or other Equity Securities held directly and indirectly by the Founder in any other Group Company in compliance with the terms and conditions of the Transaction Documents, and the Founder’s other personal assets (excluding the fair market value of the Included Founder Assets), shall in any respect be used to satisfy any redemption obligation of the Founder pursuant to this Section 7.13. The Founder and the Founder Holdco shall bear the redemption obligation herein to the extent the Redemption Price is not paid or fully paid to the holders of the Preferred Shares by the Group Companies subject to the foregoing sentences in this paragraph.

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(d) If the Group Companies fail for whatever reason to redeem any Preferred Shares on its due date, until the date on which the same are redeemed, the Group Companies shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution, unless such declaration, payment or distribution are solely for the purposes of the payment of the Redemption Price. To the extent permitted by law, the Group Companies shall procure that the profits of each Subsidiary of the Group Companies for the time being available for distribution shall be paid to the Group Companies by way of dividend if and to the extent that, but for such payment, the Group Companies would not itself otherwise have sufficient profits available for distribution to make any redemption of Preferred Shares required to be made pursuant to Section 7.13.

(e) Without limiting any provision in Section 7.13, the Parties hereby agree, and the Founder, the Founder Holdco and the Group Companies shall procure, that all assets, funds and business of the Domestic Company shall be included in the source of payment by the Company to fulfill its redemption obligation pursuant to this Section 7.13.

Section 7 (save for Sections 7.8 and 7.9 above) shall terminate and be of no further force or effect upon the consummation of a Qualified IPO, provided that Section 7.4 shall continue to survive for a period of two (2) years after the consummation of a Qualified IPO.

This Agreement shall be governed by and construed in accordance with the Laws of Hong Kong, without regard to its principles of conflicts of laws.

This Agreement may also be executed and delivered by facsimile or other electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

The headings and subheadings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective Parties to such email address, facsimile number or address as set forth on Schedule 2 hereto or as subsequently modified by written notice given in accordance with this Section 8.4. Each Party making a communication hereunder by facsimile shall promptly confirm by telephone to the Party to whom such communication was addressed each communication made by it by facsimile or electronic mail pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication.

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If any Party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing Party shall pay all costs and expenses incurred by the prevailing Party, including, without limitation, all reasonable legal adviser’s fees.

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Company, (ii) the Founder, (iii) the holders of at least fifty percent (50%) of the then outstanding Series Angel Preferred Shares, (iv) the holders of at least fifty percent (50%) of the then outstanding Series Angel+ Preferred Shares, (v) the holders of at least fifty percent (50%) of the then outstanding Series Pre-A Preferred Shares, (vi) the holders of at least fifty percent (50%) of the then outstanding Series A Preferred Shares, (vii) the holders of at least fifty percent (50%) of the then outstanding Series A+ Preferred Shares, (viii) the holders of at least fifty percent (50%) of the then outstanding Series B Preferred Shares, (ix) the holders of at least fifty percent (50%) of the then outstanding Series B2 Preferred Shares, (x) the holders of at least fifty percent (50%) of the then outstanding Series B3 Preferred Shares, (xi) the holders of at least fifty percent (50%) of the then outstanding Series B4-1 Preferred Shares, (xii) the holders of at least fifty percent (50%) of the then outstanding Series B4 Preferred Shares, (xiii) the holders of at least fifty percent (50%) of the then outstanding Series C1 Preferred Shares, (xix) the holders of at least fifty percent (50%) of the then outstanding Series D Preferred Shares, and (xx) the holders of at least fifty percent (50%) of the then outstanding Series D+ Preferred Shares, provided, however, that (a) no amendment or waiver shall be effective or enforceable in respect of a holder of any particular series of Preferred Shares of the Company if such amendment or waiver affects such holder, respectively, materially and adversely differently from the other holders of the same series of Preferred Shares, respectively, unless such holder consents in writing to such amendment or waiver, (b) any provision that specifically and expressly gives a right to a named Investor shall not be amended or waived without the prior written consent of such named Investor, and (c) any imposition of any additional obligations or restrictions upon any Investor shall be subject to the prior written consent of such Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Equity Securities then outstanding, each future holder of all such Equity Securities, and the Company. The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any Party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 8.6 shall be binding on all Parties hereto and their assigns, even if they do not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

All shares of Equity Securities held or acquired by any Party and its Affiliates shall be aggregated for the purpose of determining the availability of any rights under this Agreement.

This Agreement (including the Exhibits hereto, if any), together with the other Transaction Documents, constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and in the event any other written or oral agreements previously existing among the Parties, including but not limited to terms and conditions provided under the shareholders’ agreement entered into by and among the Domestic Company, YX Venture Holdings Limited, the Series Pre-A Investor, the Series A Investors, the Series A+ Investor and certain other parties thereto dated October 2018, as may be amended, modified, supplemented or restated from time to time (the “Onshore Shareholders’ Agreement”), contravene or conflict with the provisions of this Agreement or the Company’s Restated Articles, the provisions provided in this Agreement or the Company’s Restated Articles shall prevail and the Parties shall take all necessary actions, obtain all necessary Consents and/or sign all necessary documents to give effect to the terms and conditions of this Agreement and the Company’s Restated Articles. The terms and conditions of this Agreement, upon its effectiveness, shall restate, supersede and replace the Fifth Amended and Restated Shareholders Agreement entered into by and among certain Parties hereof dated March 22, 2021 in its entirety.

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(a) This Agreement, and the rights and obligations hereunder, shall not be assigned without the written consents of the Investors and the Company; provided that each Investor may assign its rights and obligations to (i) one or more respective Affiliates of such Investor, or (ii) any other Person in connection with any Transfer of Equity Securities of the Company by such Investor, to the extent that such Transfer is in accordance with the provisions of this Agreement and the Restated Articles, (iii) only with respect to Starquest, Starquest’s Related Fund, (iv) only with respect to Coatue, the Coatue Permitted Co-investor, (v) only with respect to DST Global, the DST Global Permitted Co-investor, in each case of (i)-(v), without the consent of the other Parties hereto, and (v) only with respect to SVF, its investment advisors; provided, further, that the assignee shall execute and deliver such documents and take such other actions as may be necessary for such assignee to join in and be bound by the terms of this Agreement (if not already a Party hereto) upon and after such assignment. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assignees of the Parties.

(b) Each transferee or assignee of the Equity Securities subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C-1. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Equity Securities subject to this Agreement on its books or issue a new certificate representing any such Equity Securities unless and until such transferee shall have complied with the terms of this Section 8.10. Each certificate representing the Equity Securities held by any Restricted Shareholder subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11.

(c) Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective executors, administrators, heirs, successors and assignees any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Other than the foregoing, the Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement.

(a) Each certificate representing the Equity Securities issued by the Company and held by any Restricted Shareholder shall be endorsed with the following legend:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN SHAREHOLDERS’ AGREEMENT AND A CERTAIN SHARE RESTRICTION AGREEMENT BY AND AMONG THE SHAREHOLDERS, THE COMPANY AND CERTAIN OTHER PARTIES THERETO, AS AMENDED AND RESTATED FROM TIME TO TIME. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

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(b) Each Party agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 8.11(a) above to enforce the provisions of this Agreement, and the Company agrees to promptly do so.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the Parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any Party with notice to the other Parties.

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one (1) arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The HKIAC council shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either Party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the HKIAC council.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the arbitration rules of the HKIAC in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.12 shall prevail.

(d) The arbitrators shall decide any dispute submitted by the Parties to the arbitration strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive law.

(e) Each Party hereto shall cooperate with any Party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such Party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request. Any Party to the dispute shall not, during and after the arbitration, disclose to any third party excluding their representatives, counsels or retained experts, any evidence, documents, materials, oral or written statements, adjudication, awards or facts therein, except as permitted by the other Parties or as required by Laws.

(f) The award of the arbitration tribunal shall be final and binding upon the disputing Parties, and any Party to the dispute may apply to a court of competent jurisdiction for enforcement of such award.

(g) Any Party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. Notwithstanding anything in this Agreement or in the arbitration rules of the HKIAC or otherwise, the arbitral tribunal shall not have the power to award injunctive relief or any other equitable remedy of any kind against any Investor unless such award both (x) is expressly appealable to and subject to de novo review by the courts of Hong Kong, and (y) would not, if upheld, have the effect on the investment of such Investor or any of its Affiliates in other entities than the Group Companies or their respective business operations. During the course of the arbitral tribunal’s adjudication of the dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

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No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

Notwithstanding anything to the contrary, in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Company’s Restated Articles or other Constitutional Documents of other Group Companies, the terms of this Agreement shall prevail. The Parties agree to, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the greatest extent possible under the circumstances and shall promptly amend the conflicting Restated Articles or Constitutional Documents to conform to this Agreement to the greatest extent possible.

Each Party agrees that, regardless of whether or not such Party is a legal owner of any Equity Securities in the Company, it will take all necessary actions to abide by, comply with, and to enforce to the maximum extent permitted by law, the terms (including, without limitation, Section 1 (Dividends), Section 2 (Liquidation Preference) and Section 5 (Redemption) of Schedule A to the Restated Articles) under the Restated Articles as if such Party were a shareholder of the Company.

The Founder shall cause the Founder Holdco and any other Party Controlled by him to fully comply with and perform all of the obligations, covenants, undertakings and commitments of such Party under this Agreement.

The obligations of each Investor under this Agreement are several and not joint, and no Investor is responsible in any way for the performance or conduct of any other Investor in connection with the transactions contemplated hereby. Nothing contained herein and no action taken by any Investor pursuant hereto shall be or shall be deemed to constitute a partnership, association, joint venture, or joint group with respect to the Investors. Each Investor agrees that no other Investor has acted as an agent for such Investor in connection with the transactions contemplated hereby.

Wherever in this Agreement there is a reference to a specific number of shares of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the issued and outstanding shares of such class or series of Equity Securities by such subdivision, combination or share dividend.

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Each Investor acknowledges that it is not relying upon any Person, other than the Company and its officers and directors and the other Warrantors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investors nor the respective controlling persons, officers, directors, partners, agents, or employees of such party shall be liable to any other parties for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the subscription of applicable Preferred Shares.

Unless otherwise expressly specified herein, this Agreement shall terminate (a) with respect to all Parties, upon mutual consent of the Parties hereto, or (b) with respect to any Shareholder, at such time when such Shareholder no longer holds any Equity Securities of the Company. If this Agreement terminates, the Parties shall be released from their obligations under this Agreement, except in respect of any obligation stated, explicitly or otherwise, to continue to exist after the termination of this Agreement (including without limitation those under Section 3.5 (other than Section 3.5(c)). If any Party breaches this Agreement before the termination of this Agreement, it shall not be released from its obligations arising from such breach on termination.

Notwithstanding anything to the contrary, this Agreement and all rights and covenants contained herein, except for Sections 1, 2, 3.3 and 8, shall be automatically terminated and with no further effect upon the consummation of a Qualified IPO, provided that Section 7.4 shall continue to survive for a period of two (2) years after the consummation of a Qualified IPO.

Each of the Shareholders hereby confirms that (i) the warrant issued by the Company to Tiger on November 19, 2018 has been expired as at March 22, 2021, and (ii) the warrant issued by the Company to CTG on May 7, 2019, the warrant issued by the Company to CMC on May 7, 2019, the warrant issued by the Company to Skycus on May 7, 2019, the warrant issued by the Company to OCEAN DE DON HK LIMITED on May 7, 2019 and the warrant issued by the Company to Sequoia on January 1, 2019 have been fully exercised as at March 22, 2021.

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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

Dingdong – SHA – Signature Page

SCHEDULE 1-A

SCHEDULE OF FOUNDER

SCHEDULE 1-B

SCHEDULE OF FOUNDER HOLDCO

SCHEDULE 1-C

SCHEDULE OF DOMESTIC COMPANY SUBS

SCHEDULE 1-D

SCHEDULE OF ORDINARY SHAREHOLDERS

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SCHEDULE 1-E

SCHEDULE OF SERIES ANGEL INVESTORS

SCHEDULE 1-F

SCHEDULE OF SERIES ANGEL+ INVESTORS

SCHEDULE 1-G

SCHEDULE OF SERIES PRE-A INVESTOR

SCHEDULE 1-H

SCHEDULE OF SERIES A INVESTORS

Dingdong – SHA – Signature Page

SCHEDULE 1-I

SCHEDULE OF SERIES A+ INVESTOR

SCHEDULE 1-J

SCHEDULE OF SERIES B INVESTORS

SCHEDULE 1-K

SCHEDULE OF SERIES B2 INVESTOR

SCHEDULE 1-L

SCHEDULE OF SERIES B3 INVESTORS

Dingdong – SHA – Signature Page

SCHEDULE 1-M

SCHEDULE OF SERIES B4-1 INVESTOR

SCHEDULE 1-N

SCHEDULE OF SERIES B4 INVESTORS

SCHEDULE 1-O

SCHEDULE OF SERIES C1 INVESTORS

Dingdong – SHA – Signature Page

SCHEDULE 1-P

SCHEDULE OF SERIES D INVESTORS

SCHEDULE 1-Q

SCHEDULE OF SERIES D+ INVESTORS

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SCHEDULE 2

NOTICES

Company /Domestic Subsidiaries

Founder /Founder Holdco/Ordinary Shareholders/EatTogether

Address: 6/F, No.6 Building, No.500 Shengxia Road, Pudong New Area District, Shanghai

Attn: Liang Changlin

E-mail : liangchanglin@100.me

YX Venture Holdings Limited:

Attention: Hong Yixiu

Address: 15/F Park Center, NO. 1088 Fangdian Road,

Email: hongyx@yonghuacapital.com.cn

Hong Kong Red Star Macalline Universal Home Furnishings Limited (香港紅星美凱龍全球家居有限公司)/ Abundant Star International Limited:

Attention: Ji Liyuan

Address: Room 2820, Red Star Word Trade Centre, No. 598 Nujiang North Road, Putuo District, Shanghai

Email: ji.liyuan@chinaredstar.com

Shanghai Tong Yun Xin Xi Ji Shu Company Limited / Shanghai Jing Zhe Xin Xi Ji Shu Company Limited:

Attention: Wang Lu

Address: Room 1301, Zhongrong Mansion, No. 1088 Pudong South Road, Pudong New Area District, Shanghai

Email: wanglu@fortunevc.com

Tiger:

Attention: Venkatagiri Mudeliar

Address: 8 Temasek Boulevard, #32-02, Suntec Tower 3, Singapore 038988

Email: gmudeliar@tigerglobal.com；sboyd@tigerglobal.com

With a copy to (which shall not constitute notice):

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, L.L.P.

Address: Suite 2101, Building C, Yintai Center, #2 Jianguomenwai Ave., Beijing 100022, China

Attention: Zhen Liu

Email: zliu@gunder.com

Series Pre-A Investor/Series A+ Investor

Address: 4101，41th Floor，Radiance Jinhui，Qiyang Road，Wangjing，Chaoyang District，Beijing

Attn: Ruby Shao

E-mail: ruby_shao@gaorongvc.com

Dingdong – SHA – Schedule 2

HUPO

Address: No. 31 Baiziwan Road, Chaoyang District, Beijing, China

Attn: Chuck Yan

E-mail: chuck.yan@hupocapital.cn

Sequoia/Series B2 Investor

Address: Suite 3613, Two Pacific Place, 88 Queensway, Hong Kong

Attn: Ip Siu Wai Eva

E-mail: eip@sequoiacap.com

CTG

Attn: Kathy Xu / James Fung/Zhang Qi

Address: Unit 908, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong

Tel: (852) 2866 3088

Email: kathyxu@capitaltoday.com; jamesfung@capitaltoday.com; qizhang@capitaltoday.com;

CMC

Address: Suite 302, 3/F, Cheung Kong Centre, No. 2 Queen’s Road Central, Hong Kong

Attn: Legal and Compliance Department

E-mail: CMCC_Legal@cmccap.com

With a copy to (which shall not constitute notice):

Address: 9^th Floor, Central Tower, 28 Queen’s Road Central, Hong Kong

Attn: William Fong, Partner

E-mail: william.fong@whitecase.com

Ocean Link

Attn: Tianyi Jiang

Address: Room 1220, Unit 02A, 12/F, International Commerce Centre, 1 Austin Road, West Kowloon, Hong Kong

Tel: + 852-36698586

Email: Tony.Jiang@oceanlp.com

Skycus

Attn: Ying Gao

Address: 6/F, China Life Centre, 17 Financial Street, Xicheng District, Beijing, China

Tel: +86-10-66016862

Email: ying.gao@skycuscapital.com

Starquest

Attn: HE Yuan (何远)

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Address: Room 3818, Building A, International Trade Building Phase III, No. 1 Jianguomenwai Street,

Chaoyang District, Beijing (北京市朝阳区建国门外大街1 号国贸大厦3 期A 座3818室)

Tel: 01058190583

Email: helen.he@starquestcap.com

Qiming

Attn: Ryan Baker

Address:

11100 NE 8^th Street

Suite 200

Bellevue, Washington 98004, UAA

Tel: +1 (425) 709-0772

Email: rbaker@ignition.vc

With a copy to:

Atten: Stella Zhou

Address:

Suite 3901, Jinmao Tower,

88 Century Boulevard, Pudong

Shanghai, China, 200121

Tel: +86 (21) 6101-6522

Email: stella@qimingvc.com;

LFC Investment Hong Kong Limited

Attn: Mao Ping

Address: 18F, CSC Fortune International Center, No. 5 Anding Road, Chaoyang District, Beijing, China, 100029

Tel: 137-6479-5780

Email: maoping@longfor.com

BAI GmbH

Address: Carl-Bertelsmann-Straße 270, 33311 Gütersloh, Germany

Tel: +49 (0)5241-80-5562

Fax: +49 (0)5241-80-9324

Attention: Bettina Wulf / Dr. Michael Kronenburg

Email address: bettina.wulf@bertelsmann.de / michael.kronenburg@bertelsmann.de

With a copy to:

Bertelsmann Management (Shanghai) Co., Ltd. Beijing Branch

(贝塔斯曼管理(上海)有限公司北京分公司)

Address: Unit 1609, Level 16, West Tower, Genesis Beijing, 8 Xinyuan South Road, Chaoyang District, Beijing 100027, P.R.China (北京市朝阳区新源南路8号启皓北京西塔16层1609室)

Tel: +86 (10) 6563 0026

Fax: +86 (10) 6563 0376

Attention: Christine Sun / Ye Liu

Email address: Christine.Sun@Bertelsmann.com / Ye.Liu@bertelsmann.com

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GA

Address: 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960

Attention: Alex Ong

Email: Aong@generalatlantic.com

with copies to:

General Atlantic Service Company, L.P.

Address: Park Avenue Plaza, 32nd Floor,

55 East 52nd Street, New York, NY 10055, USA

Attention: David Rosenstein

General Atlantic Asia Limited

Address: Suite 5704-5706, 57F Two IFC

8 Finance Street, Central, Hong Kong

Attention: Ivy Tang

Hony/ Glory Earth Limited

Address: Suites 06-11, 70/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong

Attn: Hill WANG; Dan ZHOU

Email: wangts@honycapital.com;zhoudan@honycapital.com

Coatue

Address: c/o Coatue Management, L.L.C.

9 West 57th Street, 25th Floor,

New York, NY 10019 USA

Attn: Zachary Feingold

Email: compliance@coatue.com

AMF-4 Holdings Limited

Address: 16th Floor, St. George’s Building, 2 Ice House Street, Hong Kong

Attention: COO and Legal Counsel

Email: legal@aspexmanagement.com

Mass Ave Global Basket Holdings, LP

Address: 600 Fifth Avenue, Floor 2, New York, NY 10017

Attention: Winston Feng

Email: winston@massaveglobal.com

3W Global Fund

Address: Suite 507, ICBC Tower, 3 Garden Road, Central, Hong Kong

Attention: Legal and compliance officer

Email: zhouyy@3wfund.com

DST Asia VIII/ DST Asia VI Investments-A/ DST Asia VI Investments-C/ DST Asia VIII Investments-1

Address: Sanne House, Bank Street, TwentyEight Cybercity, 72201, Ebene, Mauritius

Attention: The Board of Directors

Email: legal@dstgservices.com; bhancock@dstgservices.com

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GBA AM SPC

Address: Room 801, 8/F, Pacific Place One, 88 Queensway Central, Hong Kong

Attention: Catherine Liu

Email: catherine.liu@apluspartners.com

Cygnus Equity Starlight Ltd.

Address: Unit 738, Level 7, Nan Fung Tower, 88 Connaught Road Central, Central, Hong Kong

Attention: Ming Jin

Email: ming.jin@cygnusequity.com

Apex Maximus Limited

Address: 15/F Winsome House, 73 Wyndham Street, Central, Hong Kong

Attention: Peter Chang

Email: pchang@pv-cap.com

SVF II Cortex Subco (DE) LLC

Address: Corporation Service Company, 251 Little Falls Drive, New Castle County, DE 19808, United States of America

Attention: Legal team

Email: legal@softbank.com

Dynasty Orchid Limited

Address: Suite 1501, Two Pacific Place, 88 Queensway, Hong Kong

Attention: Ruofan Fang

Email: operations@boyucap.com

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EXHIBIT A

DEFINITIONS

Part I Definitions

For purposes of this Agreement, capitalized terms shall have the meanings set forth in this Exhibit A.

Dingdong – SHA – Exhibit A

Dingdong – SHA – Exhibit A

Dingdong – SHA – Exhibit A

Dingdong – SHA – Exhibit A