BingEx Limited F1 Registration statement | FLX 13 Sep 24

Exhibit 4.4

Execution Version

BINGEX LIMITED

TENTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

This TENTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of May 31, 2023 by and among BingEx Limited (the “Company”), the Persons listed on Part I-1 of Schedule 1 attached to this Agreement (each a “Series A Investor”, and collectively the “Series A Investors”), the Persons listed on Part I-2 of Schedule 1 attached to this Agreement (each a “Series B Investor”, and collectively the “Series B Investors”), the Persons listed on Part I-3 of Schedule 1 attached to this Agreement (each a “Series C Investor”, and collectively the “Series C Investors”), the Persons listed on Part I-4 of Schedule 1 attached to this Agreement (each a “Series C-1 Investor”, and collectively the “Series C-1 Investors”), the Person listed on Part I-5 of Schedule 1 attached to this Agreement (the “Series C-2 Investor”), the Persons listed on Part I-6 of Schedule 1 attached to this Agreement (each a “Series D-1 Investor”, and collectively the “Series D-1 Investors”), the Persons listed on Part I-7 of Schedule 1 attached to this Agreement (each a “Series D-2 Investor”, and collectively the “Series D-2 Investors”, together with Series A Investors, Series B Investors, Series C Investors, Series C-1 Investors, Series C-2 Investor, the “Investors”, and each an “Investor”), the Persons listed on Part II of Schedule 1 attached to this Agreement (each a “Founder” and collectively the “Founders”), the entities listed on Part III of Schedule 1 attached hereto (collectively, the “Founder Entities”, and each, a “Founder Entity”, together with the Founders, the “Key Holders”, and each, a “Key Holder”), the Persons and the entities listed on Part IV of Schedule 1 attached to this Agreement (each an “Angel”, and collectively the “Angels”), BingEx Global Limited (閃送有限公司) (the “HK Co”), Beijing Tong Cheng Bi Ying Technology Co., Ltd. (北京同城必应科技有限公司) (the “Domestic Company”), and Beijing Shan Song Technology Co., Ltd. (北京闪送科技有限公司) (the “WFOE”).

Each of the Company, the Investors, the Key Holders, the Angels, the HK Co, the Domestic Company and the WFOE shall be referred to individually as a “Party” and collectively as the “Parties”. This Agreement shall be effective as to all parties as of the date hereof.

RECITALS

WHEREAS, the Parties are parties to the NINTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated March 22, 2021 (the “Prior Shareholders’ Agreement”);

WHEREAS, the Parties to the Prior Shareholders’ Agreement have determined to amend and restate the Prior Shareholders’ Agreement and enter into this Agreement, which shall supersede and replace the Prior Shareholders’ Agreement in its entirety;

WHEREAS, each of the Parties hereby agrees 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:

1.	DEFINITIONS.

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

Tenth Amended and Restated Shareholders’ Agreement

2.	REGISTRATION RIGHTS.

The registrations rights of the Investors with respect to the Company and the rights and obligations of the parties with respect to registration of the Company’s Ordinary Shares are set forth on Exhibit B attached hereto. The rights set forth in Exhibit B shall terminate upon the earlier of: (i) the date of the completion of a Liquidation Event, (ii) as to any Holder, when all Registrable Securities held by such Holder (together with any Affiliate of such Holder with whom such Holder must aggregate its sales under SEC Rule 144) could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period, and (iii) the date that is five (5) years following the consummation of the Qualified IPO of the Company.

3.	INFORMATION RIGHTS.

3.1	Delivery of Financial Statements.

The Company shall deliver to each of the Investors for so long as such Investor holds more than five percent (5%) of the outstanding Shares of the Company on a fully diluted basis

(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 annual consolidated balance sheet as of the last day of such year; (ii) a consolidated income statement for such year; and (iii) a consolidated statement of cash flows for such year, each of which prepared in accordance with its existing accounting principles (or such other accounting standard acceptable to the Board of Directors); and

(b)

notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

3.2	Inspection.

For so long as an Investor holds more than five percent (5%) of the outstanding Shares of the Company on a fully diluted basis, the Company and any other Group Company shall permit such Investor, at such Investor’s expense, to visit and inspect the Company or any other Group Company’s properties, to examine its books of account and records and to discuss the Company or any other Group Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be reasonably requested by such Investor; provided, that, such Investor shall inform the Company ten (10) days prior to the inspection; 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 the Board reasonably determines to be a trade secret or similar confidential information, or would adversely affect the attorney-client privilege between the Company or any other Group Company and its counsel.

Tenth Amended and Restated Shareholders’ Agreement

3.3	U.S. Tax Matters.

(a)

The Company shall upon the request of any U.S. Investor (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Internal Revenue Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to such U.S. Investor to prepare and submit its U.S. tax filings.

(b)

If a determination is made by the Company that the Company is a PFIC for a particular taxable year, then for such year and for each year thereafter, the Company shall also provide each known U.S. Investor within sixty (60) days upon the request of such U.S. 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 a U.S. Investor to comply with any reporting or other requirements in connection with the QEF Election.

(c)

The Company shall promptly provide the U.S. Investor with written notice if it (or any of its Subsidiaries) becomes aware that it is a controlled foreign corporation as described in Section 957 of the Internal Revenue Code (“CFC”). The Company shall, upon the reasonable request of a U.S. Investor, furnish on a timely basis all information requested by such U.S. Investor to satisfy its U.S. federal income tax return filing requirements, if any, arising from its investment in the Company and relating to the Company or any Group Company’s classification as a CFC.

(d)

The Company, upon a reasonable request, will comply and will cause its Subsidiaries to comply with all record-keeping, reporting, and other requests reasonably necessary for the Company and its Subsidiaries to allow any U.S. Investor to comply with any applicable U.S. federal income tax Law. The Company, will also provide any known U.S. Investor with any information reasonably requested to allow such U.S. Investor to comply with any applicable U.S. federal income tax Law (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).

Tenth Amended and Restated Shareholders’ Agreement

(e)

The Company shall, if reasonably requested by a U.S. 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, including by filing or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form), and the Company shall not permit such election, once made, to be terminated or revoked without the written consent of the U.S. Investor; provided that the Company shall notify all U.S. Investor prior to the making of any such election.

(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.

3.4	Termination of Information and Inspection.

The covenants set forth in Section 3.1 and Section 3.2 shall terminate and be of no further force or effect (i) immediately after the date on which the Company is required to file reports pursuant to the Section 13 or 15(d) of the Exchange Act, or other securities law of another jurisdiction which requires disclosure of information comparable to the information required to be disclosed under the Exchange Act, (ii) immediately prior to the consummation of a Qualified IPO, or (iii) upon a Liquidation Event, whichever event shall first occur.

3.5	Confidentiality.

Each of the Investors, severally but not jointly, agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company, any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5 by such Investor), (ii) is or has been independently developed or conceived by such Investor without use of the Company’s confidential information or (iii) is or has been made known or disclosed to such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that such Investor may disclose confidential information (a) to its legal advisers, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (b) to any Affiliate, partner, member, shareholder or wholly owned Subsidiary of such Investor in the ordinary course of business, or (c) as may otherwise be required by law, provided that such Investor takes reasonable steps to minimize the extent of any such required disclosure, and provided that such Investor ensures that all such Persons named above to whom such Investor discloses confidential information are bound by the same provisions of this Section 3.5.

Tenth Amended and Restated Shareholders’ Agreement

4.	RIGHT OF FIRST OFFER.

4.1	Right of First Offer.

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, the Company shall first make an offering of such Additional Equity Securities (the “Offered Securities”) to the holders of the Preferred Shares in proportion to its shareholding of the Preferred Shares in the Company in accordance with the following provisions of this Section 4.1, provided that if the issuance of Additional Equity Securities is for the purpose of the next round financing of the Company, both the holders of the Ordinary Shares and the holders of the Preferred Shares shall have a right of first offer in proportion to their respective shareholding in the Company.

(a)

The Company shall deliver a notice, in accordance with Section 8.4 hereof (the “Offer Notice”) to the holders of the Preferred Shares (or if applicable, the holders of the Ordinary Shares and the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing of the Company) stating (i) its bona fide intention to offer such Offered Securities, (ii) the number of such Offered Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Offered Securities.

(b)

By written notification received by the Company, within twenty (20) calendar days after mailing of the Offer Notice, each of the holders of the Preferred Shares may elect to purchase or obtain up to such number of the Offered Securities equal to the product obtained by multiplying (i) the total number of the Offered Securities by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such holder of the Preferred Shares, and the denominator of which is the total number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all the holders of the Preferred Shares (or if applicable, the total number of (x) the Ordinary Shares issued and then held by all the holders of the Ordinary Shares and (y) the Class A Ordinary Shares issuable upon conversion of the Preferred Shares then held by such holder of the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing of the Company), at the price and on the terms specified in the Offer Notice. The Company shall promptly, in writing, inform the holders of the Preferred Shares who elect to purchase all the shares available to them (each, a “Fully-Exercising Holder”) of any other holders of the Preferred Shares’ failure to do likewise. During the ten (10) day-period commencing immediately after receipt of such information, each Fully-Exercising Holder shall be entitled to obtain that portion of the Additional Equity Securities for which any of the holders of the Preferred Shares were entitled to subscribe but which were not subscribed for by the holders of the Preferred Shares which is equal to the proportion that the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such Fully-Exercising Holder bears to the total number of Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all Fully-Exercising Holders who wish to purchase such unsubscribed Additional Equity Securities (or if applicable, the total number of (x) the Ordinary Shares issued and then held by all the holders of the Ordinary Shares who have elected to purchase all the shares available to them and wish to purchase such unsubscribed Additional Equity Securities and (y) the Class A Ordinary Shares issuable upon conversion of the Preferred Shares then held by such Fully-Exercising Holders who wish to purchase such unsubscribed Additional Equity Securities in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing). The aforesaid allocation step shall be repeated until the earlier of (x) all the Offered Securities are allocated among all the holders of the Preferred Shares (or if applicable, all the holders of the Ordinary Shares and the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing); and (y) each holder of the Preferred Shares (or if applicable, each holder of the Ordinary Shares and the Preferred Shares in the event that the holders of the Ordinary Shares are entitled to participate in the next round financing of the Company) has been allocated all the Offered Securities it has elected to purchase.

Tenth Amended and Restated Shareholders’ Agreement

(c)

If all Offered Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 4.1(a) and Section 4.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) hereof, offer the remaining unsubscribed portion of such Offered Securities (collectively, the “Refused Securities”) to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Offered Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Securities shall not be offered unless first reoffered to the Investors in accordance with Section 4.1(a) and Section 4.1(b) again.

(d)

The right of first offer set forth in this Section 4.1 may not be assigned or transferred except that such right is assignable by an Investor to any Affiliate of such Investor.

4.2	Termination.

The provisions of this Section 4 shall terminate upon the earlier of: (a) the consummation of a Qualified IPO or (b) a Liquidation Event, as such term is defined in the Articles.

5.	BOARD COMPOSITION AND VOTING MATTERS.

5.1	Board Composition.

Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or 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 at each annual or extraordinary meeting of shareholders at which an election of directors is held or pursuant to any written consents of the shareholders, the following Persons shall be elected to the Board:

the holder(s) of a majority of the issued and outstanding Ordinary Shares shall be entitled to elect three (3) directors including the chairman of the Board of the Company (the “Ordinary Share Directors”).

Tenth Amended and Restated Shareholders’ Agreement

5.2	Size of the Board.

Each Shareholder agrees to vote all of its Shares from time to time, in whatever manner shall be necessary to ensure that the size of the Board shall not be less than three (3) Directors unless otherwise determined by the Shareholders in general meeting.

5.3	Removal of Board Members.

Each Shareholder also agrees to vote all of his, her or its Shares from time to time and at all times in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to Section 5.1 of this Agreement may be removed from office unless (A) such removal is required or approved by the affirmative vote of the holder of fifty percent (50%) or more of the shares entitled under Section 5.1 to designate that director or (B) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 5.1 is no longer so entitled to designate or approve such director or occupy such Board seat; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 5.1 shall be filled pursuant to the provisions of Section 5.1. All Shareholders agree to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Shareholder entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.

5.4	Drag-Along Right.

In the event that at any time, the Super Majority Preferred Holders and the Super Majority Ordinary Holders (including the affirmative votes of Snoweagle-s Limited and Diamondbird-s Limited) approve either: (A) a single transaction or series of related transactions in which a Person, or a group of related Persons, acquires all or substantially all of the equity or assets or undertaking of the Company, or (B) a transaction that qualifies as a Liquidation Event, in each case of subsections (A) and (B) above with a valuation of the Company at no less than US$800,000,000 (any of such events described in subsections (A) and (B) is referred to in this Agreement as a “Sale of the Company”), then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power:

(a)

in the event the Sale of the Company requires the approval of shareholders, (a) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

Tenth Amended and Restated Shareholders’ Agreement

(b)

in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”) without the need for shareholder approval, to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the Person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that the Shareholder will not be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration receivable by the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder);

(c)

to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Laws at any time with respect to such Sale of the Company;

(d)

to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and

(e)

not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company.

For the avoidance of doubt, any proceeds derived from a Sale of the Company shall be distributed among the Shareholders who participate in such Sale of the Company in the same order and with the same preference as that applicable to a Liquidation Event as provided in the Articles.

5.5

Term.

The provisions of this Section 5 shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the consummation of a Qualified IPO.

6.	RIGHT OF FIRST REFUSAL, CO-SALE AND RESTRICTIONS ON TRANSFER.

6.1	Restrictions on Transfer.

(a)

Transfer of Shares.

Subject to Section 6.6, any proposed assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering, through one or a series of transactions, of any interest in any Shares now or hereafter owned or held by the Key Holders, Angels, and any other holders of Ordinary Shares, either directly or indirectly (in each case, 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 a Founder Entity, including without limitation as a result of (i) the issuance or redemption by such Founder Entity of any portion of its outstanding shares or equity, or (ii) a Transfer of such Founder Entity’s equity by its equity holder, shall constitute a “Proposed Transfer” for purposes of this Agreement. To avoid any doubt, Hike Capital, SIG, N5Capital, Wenjing Co. Ltd, Creative Linking Investments Limited and Axilight shall not be subject to any restrictions or obligations applied to other holders of Ordinary Shares set forth under this Section 6 to the extent it holds any Ordinary Share. Hike Capital, SIG, N5Capital, Wenjing Co., Ltd., Creative Linking Investments Limited and Axilight each shall have the equal right and freedom to other Investors with respect to the transfer of any Ordinary Share it holds, the exercise of Right of First Refusal and the exercise of Right of Co-Sale.

Tenth Amended and Restated Shareholders’ Agreement

(b)

Prohibition on Transfer of Ordinary Shares.

In addition to the restrictions set forth in Sections 6.2 and 6.3, each of the Founders and Founder Entities agrees and undertakes to the Investors that he/it will not sell, assign, pledge or otherwise transfer any Ordinary Shares of the Company or in any other way dilute any beneficial ownership, control, and discretion over any Ordinary Shares of the Company, either directly or indirectly through a holding company of such Founder, prior to a Qualified IPO without the prior written consents of the Investors. Notwithstanding the foregoing but subject to compliance by a prospective transferee with the requirements of Section 8.8(b), the restrictions on transfer set forth in this Section 6 shall not apply to:

(i)

a transfer in connection with a Sale of the Company as provided in Section 5.4;

(ii)

the proposed transfer by any of the Key Holders of Ordinary Shares, the total number of which, together with the number of Ordinary Shares having been transferred by the Key Holders, not exceeding 6,000,000 in aggregate; and

(ii)

an exempt transfer that meets the requirements set forth in Section 6.6.

6.2	Right of First Refusal.

(a)

Proposed Transfer Notice.

Each Key Holder, each Angel, or any other holder of Ordinary Shares (each a “Transferor”) and any Investor proposing to make a proposed transfer must deliver a notice (the “Proposed Transfer Notice”) to the Company not later than sixty (60) days prior to the consummation of such proposed transfer (the “Proposed Transfer”). Such Proposed Transfer Notice shall contain the material terms and conditions of the proposed transfer, number of Shares proposed to be transferred (only for the purpose of Company’s Right of First Refusal including any Preferred Shares to be transferred, the “Transfer Shares”) and the identity of the proposed transferee (the “Prospective Transferee”).

Tenth Amended and Restated Shareholders’ Agreement

(b)

Company’s Right of First Refusal

The Company shall have an option for a period of ten (10) Business Days following receipt of the Proposed Transfer Notice (the “Company Option Period”) to elect to purchase all or a portion of the Transfer Shares, at the same price and subject to the same terms and conditions as described in the Proposed Transfer Notice, exercisable by written notice to the Transferor and/or the Investor (as the case may be) (the “Company’s Right of First Refusal”), provided however that, if the Company decides to exercise the Company’s Right of First Refusal to purchase the Transfer Shares any Investor proposes to transfer, the Company shall be obliged to purchase all (but not less than all) of the Transfer Shares such Investor proposes to transfer within the Company Option Period.

(c)

Investor Right of First Refusal.

(i) If the Company does not timely elect to purchase all of the Transfer Shares pursuant to clause (b) above, then the Transferor shall deliver to the Investors (collectively, the “Non-Selling Investors” and each a “Non-Selling Investor”) written notice (the “Company Notice”) thereof within five (5) Business Days after the expiration of the Company Option Period (the “Investor Right of First Refusal”) to purchase up to such remaining number of the Transfer Shares equal to the product obtained by multiplying (i) the total number of the Transfer Shares by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such Non-Selling Investor and the denominator of which is the total number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all the Non-Selling Investor(s), at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

(ii) To exercise the Investor Right of First Refusal, a Non-Selling Investor must deliver a notice (an “Exercise Notice”) to the Transferor and the Company within twenty (20) days (the “Investor Notice Period”) after receipt of the Company Notice by giving an Exercise Notice to the Transferor. Such right shall at all times be exercised in accordance with the provisions of the Statute (as defined in the Articles) and any other applicable Laws. Failure by such Non-Selling Investor to give notice within the Investor Notice Period shall be deemed to constitute a decision by such Non-Selling Investor not to exercise the Investor Right of First Refusal.

(iii) In the event any Non-Selling Investor(s) fails to purchase all the Transfer Shares it is entitled to purchase under Section 6.2(c)(i), the remaining Transfer Shares (the “Overallotment Shares”) shall be allocated to the Non-Selling Investor(s) who have fully exercised their Investor Right of First Refusal to purchase all the Transfer Shares they are entitled to purchase under Section 6.2(c)(i) (the “Overallotment Participants”, and each, an “Overallotment Participant”). Within five (5) days following the expiration of the Investor Notice Period, the Transferor or the Company shall give each Overallotment Participant an additional notice that shall identify the number of Overallotment Shares (the “Additional Notice”). Each Overallotment Participant shall deliver a notice (the “Overallotment Exercise Notice”) to the Transferor and the Company within twenty (20) days after its receipt of such Additional Notice, to exercise its rights to purchase Overallotment Shares hereunder (the “Investor Overallotment Notice Period”). Each Overallotment Participant shall be entitled to purchase up to such number of the Overallotment Shares equal to the product obtained by multiplying (i) the total number of the Overallotment Shares by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such Overallotment Participant and the denominator of which is the total number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all the Overallotment Participant(s), at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

Tenth Amended and Restated Shareholders’ Agreement

(iv) The allocation steps as described in the foregoing of this Section 6.2(b) shall be repeated until the earlier of (x) all the Transfer Shares are allocated among the Non-Selling Investors; or (y) each Non-Selling Investor who is willing to exercise its Investor Right of First Refusal has been allocated all the Transfer Shares it elects to purchase.

(d)

Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property, services, or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If a Non-Selling Investor cannot for any reason pay for the Transfer Shares in the same form of non-cash consideration, such Non-Selling Investor may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of the Transfer Shares by a Non-Selling Investor shall take place, and all payments from such Non-Selling Investor shall have been delivered to the Transferor, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer and (ii) sixty (60) days after delivery of the Proposed Transfer Notice.

6.3	Right of Co-Sale.

(a)

If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter are agreed to be bought by a Prospective Transferee (such Transfer Shares, the “Co-Sale Eligible Shares”), any Investor who has not exercised its rights under Section 6.2(c) (each a “Co-Sale Investor” and collectively, the “Co-Sale Investors”) may elect to exercise its right (a “Right of Co-Sale”) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. The total number of Shares that each Co-Sale Investor who is willing to exercise its Right of Co-Sale may elect to sell under this Section 6.3 shall be equal to the product obtained by multiplying (i) the aggregate number of all the Co-Sale Eligible Shares, by (ii) a fraction, the numerator of which is the number of Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by such Co-Sale Investor and the denominator of which is the total number of (x) the Ordinary Shares issued and then held by the Transferor and (y) the Class A Ordinary Shares issued and held, or issuable upon conversion of the Preferred Shares then held by all the Co-Sale Investor(s) who are willing to exercise their Right of Co-Sale hereunder. To exercise its Right of Co-Sale, a Co-Sale Investor must give the Transferor and the Company written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after the expiration of the Investor Overallotment Notice Period as provided in Section 6.2(c), and upon giving such notice such Co-Sale Investor shall be deemed to have effectively exercised the Right of Co-Sale.

Tenth Amended and Restated Shareholders’ Agreement

(b)

The sale of the Co-Sale Eligible Shares and remaining Transfer Shares shall occur 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 any Non-Selling Investor under the Right of First Refusal in Section 6.2(c).

(c)

A Co-Sale Investor shall effect its participation in the Proposed Transfer by delivering to the Transferor, prior to the Co-Sale Closing, an executed instrument of transfer and one or more share certificates, to the Prospective Transferee, representing:

(i)

the number of Ordinary Shares that such Co-Sale Investor elects to include in the Proposed Transfer; or

(ii)

the number of the Preferred Shares that are at such time convertible into the number of Class A Ordinary Shares that such Co-Sale Investor elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Class A Ordinary Shares, such Co-Sale Investor shall first convert the Preferred Shares into Class A Ordinary Shares and deliver Class A Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee.

(d)

Each share certificate such Co-Sale Investor delivers to the Transferor pursuant to Section 6.3(c) above will be transferred to the Prospective Transferee against payment therefor and the register of member of the Company shall be updated in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement, and the Transferor shall remit to such Co-Sale Investor of the sale proceeds to which such Co-Sale Investor is entitled by reason of its participation in such sale. If any Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Co-Sale Investor exercising its Right of Co-Sale hereunder, no Transferor may sell any Transfer Shares to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Transferor purchases all securities subject to the Right of Co-Sale from the Co-Sale Investor(s).

6.4	Proposed Transfer Compliance Period.

To the extent that there are any Transfer Shares not purchased by Company and/or the Investors after the Company and all the Investors have exercised (or fail to exercise or waive) Company’s Right of First Refusal and/or Investor Right of First Refusal under Section 6.2, and subject to the Right of Co-Sale of the Co-Sale Investor under Section 6.3, the Transferor shall have the right to sell the remaining Transfer Shares to the Prospective Transferee to consummate the Proposed Transfer; provided that, if any Proposed Transfer is not consummated within seventy-five (75) days after receipt of the Proposed Transfer Notice by the Company, the Transferor shall not thereafter sell any remaining Transfer Shares to any Prospective Transferee, without first complying with Section 6.2 and Section 6.3 hereof again. The exercise or election not to exercise any right by an Investor hereunder shall not adversely affect its right to participate in any other sales of Transfer Shares subject to this Section 6.

Tenth Amended and Restated Shareholders’ Agreement

6.5	Effect of Failure to Comply.

(a)

Any Proposed Transfer not made in compliance with the requirements of this Agreement and the other Transaction Documents (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 unconditionally and irrevocably 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).

(b)

If any Founder becomes obligated to sell any Shares to the Company under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to such Founder the purchase price for such Shares as is herein specified and cancel on its books or registers the certificate or certificates representing the Shares to be sold.

(c)

If any Founder purports to sell any Shares in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each of the Investors, in addition to such remedies as may be available by law, in equity or hereunder, is entitled to require such Transferor to purchase Shares from such Investor, as provided below, and such Transferor will be bound by the terms of such option. If a Transferor makes a Prohibited Transfer, each of the Investors upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Transferor to purchase from such Investor the type and number of Shares that such Investor would have been entitled to sell to the Prospective Transferee under Section 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 6.3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Transferor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investors learn of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3.

6.6	Exempt Transfers.

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6 shall not apply: (i) to a repurchase of Shares from a Transferor by the Company, (ii) in the case of a Transferor that is a natural person, upon a transfer of Shares by such Transferor, either during his or her lifetime or on death by will or intestacy, to his or her Immediate Family Members, or any custodian or trustee for the account of a Transferor or a Transferor’s Immediate Family Members, (iii) to a transfer of Shares by the Angels to the Key Holders and, (iv) to any transfer of Preferred Shares by the Investors to their Affiliates so long as such Affiliates remain an Affiliate of such Investor and such Affiliate is not a Person listed in Exhibit D, (v) transfer of any Shares of the Company by a Transferor to employees as the incentive shares in accordance with the Share Plan or to the Company for the purpose of increasing the number of equity securities available for the issuance to employees under the Share Plan and (vi) the sale of any Shares to the public in a Qualified IPO or in connection with a Sale of the Company; provided, that in cases of above (ii), (iii) and (iv), (i) such transaction is effected in compliance with all applicable filings or registrations required by SAFE under the Circular 37, and (ii) each such transferee, prior to the completion of such transfer, shall have executed and delivered an Assumption Agreement substantially in the form attached hereto as Exhibit C assuming the obligations of such transferor under this Agreement as, if applicable, a Founder, a Founder Entity, or an Angel, with respect to the transferred Shares.

Tenth Amended and Restated Shareholders’ Agreement

If the Company waives or fails to exercise the Company’s Right of First Refusal in accordance with Section 6.2(b) of this Agreement with respect to a Proposed Transfer by an Investor, such Investor shall be entitled to transfer its Transfer Shares in accordance with this Section 6.6 without further subject to the Non-Selling Investors’ Investor Right of First Refusal. For the avoidance of doubt, each Investor may freely transfer any Shares (including the Class A Ordinary Shares that Hike Capital, SIG, N5Capital, Wenjing Co., Ltd., Creative Linking Investments Limited and Axilight each holds) now or hereafter owned or held by it subject to the Company’s Right of First Refusal set forth in Sections 6.2; provided that (i) such transfer is effected in compliance with all applicable Laws, (ii) the transferee shall execute and deliver an Assumption Agreement substantially in the form attached hereto as Exhibit C as an “Investor” (if not already a Party hereto), and if applicable, a Series A Investor or a Series B Investor or a Series C Investor or a Series C-1 Investor or a Series C-2 Investor or a Series D-1 Investor or a Series D-2 Investor upon and after such transfer, and (iii) in case the proposed transferee is one of the Persons listed in Exhibit D, such Investor shall notify the Board of Directors of such transfer and assignment in writing, and such transfer and assignment shall not be effectuated unless (x) such transfer and assignment is approved by the Board of Directors in advance or (y) the Board of Directors does not disapprove such transfer and assignment by written resolution within twenty-five (25) days after receipt of the written notice from such Investor served pursuant to this Section 6.6. The places in No. 19 and 20 of Exhibit D as of the date hereof are reserved, and each of such reserved places may be added with a new entity whose business directly competes with the Business of the Group Companies by the Company at any time after the execution of this Agreement by serving a written notice to the Investors; and furthermore, the Company may, by serving a written notice to the Investors no more than one (1) time in any consecutive three (3) month period after the date hereof, replace any entity listed on Exhibit D with any other entity, provided that the business conducted by such other entity shall directly competes with the Business of the Group Companies. Notwithstanding the foregoing, if any Investor proposes to transfer any Shares to any other Person(s) that conducts the business competitive with the primary business of the Group Companies but not listed on Exhibit D, (i) the Company shall not add the foregoing Person(s) into Exhibit D as a result of which such Investors fails to consummate the share transfer with the foregoing Person(s); (ii) the Company or any of its designated Persons has a right of first refusal to purchase such Shares, provided that, in case of designation of Persons, the Company shall be jointly and severally liable with such designated Persons in connection for due and punctual payment by such designated Persons of the consideration of the Shares to be transferred, provided further that, if the Company or any of its designated Persons decides to exercise its rights of first refusal, the Company or such designated Person shall be obliged to purchase all (but not less than all) of the Shares such Investor proposes to transfer. The procedures set forth in Section 6.2 shall apply to the foregoing exercise of right of first refusal mutatis mutandis, except that (i) the Proposed Transfer Notice must be delivered to the Company no later than twenty-five (25) days prior to the Proposed Transfer instead of sixty (60) days as required under Section 6.2; and (ii) the Exercise Notice must be delivered by the Company to the concerned Investor within fifteen (15) days after receipt of the Proposed Transfer Notice instead of twenty (20) days as required under Section 6.2. The Company and the other shareholders of the Company shall execute and deliver all related documentation and take such other action in support of such transfer as shall reasonably be requested by such transferring Investor, including but not limited to update by the Company of its register of members upon the consummation of any such permitted transfer.

Tenth Amended and Restated Shareholders’ Agreement

6.7

Term.

The provisions of this Section 6 shall terminate upon the consummation of the Company’s first Qualified IPO or a Sale of the Company.

7.	ADDITIONAL COVENANTS.

7.1	Share Incentive Plan.

The Company shall maintain a share incentive option plan (the “Share Plan”), under which the Company may reserve, not more than 8,000,000 (as adjusted for any share split, share dividends, combinations, recapitalizations or similar transactions) Class A Ordinary Shares for issuance to officers, directors, employees and consultants of the Company.

The Founders shall have rights to grant options to purchase up to 1,000,000 Class A Ordinary Shares under the Share Plan without the approval of the Board of Directors, and file such option grants decided by the Founders with the Board of the Directors for record. The grant of options to purchase Class A Ordinary Shares under the Share Plan, where the number of such Class A Ordinary Shares, together with the total number of Class A Ordinary Shares having been granted under the options according to the Share Plan, is in excess of 1,000,000 Class A Ordinary Shares under the Share Plan, shall be approved by the Board of the Directors. If the options are to be granted to any Founder or any of his Affiliates or Associate, such grant shall be approved by the Board of Directors.

Unless approved by the Board, all officers, directors, employees and consultants of the Company who shall purchase, or receive options to purchase, shares of the Company under the Share Plan shall be required to execute an option agreement providing for (i) vesting of shares over not less than a four-year period with the first twenty five percent (25%) of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal annual installments over the following thirty-six (36) months, and (ii) a one-hundred eighty (180) day lockup period in connection with the Company’s initial public offering. The Company shall retain a “right of first refusal” on employee transfers until the Company’s initial public offering and the right to repurchase unvested shares at cost.

Tenth Amended and Restated Shareholders’ Agreement

7.2	Protective Provisions.

(a)

Acts Requiring Approval by Holders of Preferred Shares. In addition to any other vote or consent required elsewhere in the Articles or by any applicable Laws, so long as any Preferred Shares are outstanding, the Company and the other Group Companies shall not, without the prior affirmative votes or written consents of the Majority Preferred Holders, directly or indirectly take any of the following actions (whether in a single transaction or a series of related transactions, and whether directly or indirectly, or by amendment to the Articles, merger, consolidation or otherwise), provided that where any such action requires a Special Resolution of the Shareholders in accordance with the Articles or any other applicable Laws and if the Shareholders vote in favour of such act but the approval of the Majority Preferred Holders has not yet been obtained, the holders of the Preferred Shares who vote against such act at a meeting of the Shareholders in aggregate shall have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favour of such act plus one (1):

(i)

amend the rights and privileges with respect to the Preferred Shares under the Articles, other constitutional documents or any other Transaction Documents; notwithstanding the foregoing and for the avoidance of doubt, any such amendment, modification or waiver with respect to the variation of rights attached to one or more specific classes or series of Preferred Shares shall only require the written consents of the holders of more than fifty percent (50%) of the issued and outstanding Shares of such affected classes or series, in addition to Shareholders’ approval at the Shareholders’ meetings (if applicable);

(ii)

issue, allot, purchase or redeem any shares or securities convertible into or carrying a right of subscription in respect of shares or any share warrants or grant or issue any options rights or warrants, except for (i) the repurchase of any Shares pursuant to the Share Plan, and (ii) any issue of shares by the Company already agreed and consented to by the Shareholders under this Agreement;

(iii)

pass any resolution for any liquidation, dissolution, winding up or Liquidation Event of the Company or undertake any merger, reconstruction, liquidation exercise or Liquidation Event concerning the Company or apply for the appointment of a receiver, manager or judicial manager or like officer;

(iv)

approve initiation of the public offering process of the Company, including selection of stock exchange for, or approval of the timing, terms and conditions, and valuation of the initial public offering;

(v)

declare or pay any dividend or other distribution on any class of shares or approve the dividend policy of the Company; or

Tenth Amended and Restated Shareholders’ Agreement

(vi)

change the right to appoint board members by holders of Shares of certain classes or series.

(b)

For the purpose of this Section 7.2, the term “Company” means, in each case, the Group Companies and any one of them, where applicable.

7.3	Meetings of the Board.

Unless otherwise determined by the affirmative votes of a majority of the directors then in office, the Board shall meet at least quarterly in accordance with an agreed upon schedule.

7.4	Non-Competition.

Each Founder hereby undertakes to the Investors that he shall not, without the prior written consents of the Investors, engage or invest in any business directly competes with the Business of the Group Companies.

7.5	Termination of Covenants.

The covenants set forth in this Section 7 shall terminate and be of no further force or effect upon the consummation of a Qualified IPO or a Sale of the Company.

7.6	Voting Arrangement

All Investors and parties hereto agree that:

(a)

the Company’s Ordinary Shares shall be divided in Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company;

(b)

each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company. The Shares currently held by Snoweagle-s Limited and Diamondbird-s Limited, which are beneficially owned by Mr. Xue Peng, shall be Class B Ordinary Shares, and any number of Class B Ordinary Shares held by a holder thereof will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:

(i)

any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person that is not an Affiliate of such holder;

for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this clause (i) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party that is not an Affiliate of such holder holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares; or

Tenth Amended and Restated Shareholders’ Agreement

(ii)

any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B Ordinary Shares that is an entity to any person that is not an Affiliate of such holder;

for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on the issued and outstanding voting securities or the assets of a holder of Class B Ordinary Shares that is an entity to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this clause (ii) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party that is not an Affiliate of such holder holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related issued and outstanding voting securities or the assets; and

(c)

the holder of any Preferred Share shall be entitled to such number of votes equal to the aggregate number of Class A Ordinary Shares into which such holder’s collective Preferred Share are convertible on the record date for determination of the Shareholders entitled to vote on such matters, or, if no such record date is established, on the date such vote is taken or any written consent of Shareholders is solicited. All Preferred Shares held by the Investors shall be convertible only to Class A Ordinary Shares immediately prior to the completion of initial public offering

By executing and delivering this Agreement, each of the Investors and parties hereto expressly waives any right of participation, pre-emptive right, rights of first offer or other similar rights to purchase any portion of the Class B Ordinary Shares issued or to be issued by the Company to the Founders or Founder Entities, or other rights of consent, veto or entitlement whether arising at contract or in law, and waives any applicable notice periods that it may be entitled to with respect to such issuance, whether such rights or notice periods are provided for under any contract to which that such shareholder is a party or under the then-effective memorandum and articles of association of the Company.

8.	MISCELLANEOUS.

8.1	Governing Law.

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

Tenth Amended and Restated Shareholders’ Agreement

8.2	Counterparts.

This Agreement may be executed and delivered by facsimile or other electronic format 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.

8.3	Headings and Subheadings.

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.

8.4

Notices.

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) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address, or 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.

8.5	Amendments and Waivers.

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 consents of (i) the Company, (ii) the Majority Ordinary Holders, and (iii) the Majority Preferred Holders.

8.6	Severability.

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

8.7	Entire Agreement.

This Agreement (including the Exhibits and Schedules hereto, if any) constitutes the full and entire understanding and agreement between the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between any of the Parties (including but not limited to the Prior Shareholders’ Agreement and any other agreements between or among any of the Parties in connection with the preferences, rights or privileges of any Shares or any Shareholders) are expressly canceled and shall automatically terminate upon the date of this Agreement.

8.8	Transfers, Successors and Assigns.

(a)

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.

Tenth Amended and Restated Shareholders’ Agreement

(b)

Each transferee or assignee of the Shares 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. 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 Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.8.

(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 assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.9	Dispute Resolution.

(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 Chairman of the HKIAC 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 Chairman of the HKIAC.

(c)

The arbitration proceedings shall be conducted in Chinese. 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 8.9, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.9 shall prevail.

Tenth Amended and Restated Shareholders’ Agreement

(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 Laws.

(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.

(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.

8.10	Delays or Omissions.

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.

8.11	Conflict with Articles of Association.

In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Company’s Articles or other constitutional documents, the terms of this Agreement shall prevail as between the shareholders of the Company only. The Investors and the Founders shall, 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 constitutional documents to conform to this Agreement to the greatest extent possible.

8.12	Shareholders Cooperation with the CAC and CSRC.

Each Shareholder recognizes that, in connection with a proposed IPO, the Company may propose to, at appropriate time, apply and file for the cybersecurity review with the CAC and make the required filing with the CSRC.

Tenth Amended and Restated Shareholders’ Agreement

Each Shareholders, severally but not jointly, agrees and undertakes to:

(a)

use its commercially reasonable efforts to cooperate with all the disclosure requirements of the CAC and CSRC, including endeavoring to provide detailed information on its shareholding/ownership structure to illustrate the ultimate investors or holders to the CAC and/or CSRC to the extent legally permissible and not resulting in any breach of confidential obligation of such Shareholder; and

(b)

if it is determined based on advice of the Company’s PRC counsel that, in connection with the IPO, the Company is obligated to comply with certain Laws promulgated by the CSRC, each Shareholder shall and shall cause its applicable Affiliates to reasonably cooperate with the Company to further the Company’s IPO process, including taking commercially reasonable steps as may be necessary to ensure, in light of applicable Laws promulgated by the CSRC, that the identity or status of the Shareholder’s direct or indirect investors that may be in violation of applicable rules promulgated by the CSRC would not prevent or impede the Company’s IPO process, provided that no Shareholder shall be deemed to be in direct breach of this provision if its direct or indirect investors are not cooperating with such steps or measures.

The Company acknowledges and understands that each Shareholder may be under certain confidential obligations and may not be able to provide documents and information that is not under such Shareholder’s control. This Section 8.12 shall in no event cause any Shareholder to breach any legally binding obligations.

[Remainder of Page Intentionally Left Blank]

Tenth Amended and Restated Shareholders’ Agreement

IN WITNESS WHEREOF, the parties have executed this Tenth Amended and Restated Shareholders’ Agreement as of the date first above written.


COMPANY:	BINGEX LIMITED

	By:	/s/ Xue Peng
	Name: Xue Peng (薛鹏)
	Title: Director

HK CO:	BINGEX GLOBAL LIMITED
	（閃送有限公司)

	By:	/s/ Xue Peng
	Name: Xue Peng (薛鹏)
	Title: Director

WFOE:	BEIJING SHAN SONG TECHNOLOGY CO., LTD.
	(北京闪送科技有限公司)

	By:	/s/ Liu Chao
	Name: Liu Chao (刘超)
	Title: Legal Representative
	Affix Seal:

DOMESTIC COMPANY:	BEIJING TONG CHENG BI YING TECHNOLOGY CO., LTD.
	(北京同城必应科技有限公司)

	By:	/s/ Liu Chao
	Name: Liu Chao (刘超)
	Title: Legal Representative
	Affix Seal: